ASPAC III executed an Agreement with HDEducation Group dated Dec 31, 2024; filing states it is a mutual indication of interest and remains subject in all respects to definitive agreements. Contemplated path is reincorporation merger into a new BVI purchaser, then acquisition merger of HD Group for $300M entirely in purchaser ordinary shares at $10.00. Each right to receive one-tenth of a Class A share converts into one-tenth of a purchaser Class A share; units separate into constituents on the same basis. Close-path (Pulse) advances only to pre-DA framework with F-4/S-4, shareholder votes, redemptions, and Nasdaq listing still ahead; cash/trust (V) unchanged until defs and closing conditions.

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