ASPC 8-K
ASPAC III Acquisition Corp. (ASPC)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 19, 2024
Date of Report (Date of earliest event reported)
A SPAC III Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-42401 | n/a | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
The Sun’s Group Center, 29th Floor, 200 Gloucester Road, Wan Chai Hong Kong |
n/a | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +852 9258 9728
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, with no par value, and one right to receive one-tenth of one Class A ordinary share | ASPCU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares included as part of the units | ASPC | The Nasdaq Stock Market LLC | ||
| Rights included as part of the units | ASPCR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
As previously disclosed on a Current Report on Form 8-K dated November 8, 2024, on November 12, 2024, A SPAC III Acquisition Corp. (the “Company”) consummated the IPO of 5,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share (“Ordinary Share”) and one right (“Right”) to receive one-tenth of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $55,000,000. The Company granted the underwriters a 45-day option to purchase up to 825,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 280,000 units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,800,000.
As of November 12, 2024, a total of $55,000,000 of the proceeds from the IPO and the private placement with A SPAC III (Holdings) Corp., the Company’s sponsor, were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of November 12, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the private placement was issued by the Company and filed as an exhibit to a Current Report on Form 8-K dated November 12, 2024.
Subsequently, on November 15, 2024, the underwriters notified the Company of its partial exercise of their over-allotment option. The closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on November 19, 2024. The total aggregate issuance by the Company of 500,000 Over-Allotment Option Units at a price of $10.00 per unit generated total gross proceeds of $5,000,000. On November 19, 2024, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private placement of an additional 5,000 Private Placement Units to the Sponsor generating gross proceeds of $50,000.
On November 19, 2024, an additional $5,000,000 ($10.00 per Unit) consisting of the net proceeds from the sale of the Over-Allotment Option Units, less the underwriters’ discount of $0.10 per Over-Allotment Option Unit ($50,000), and the gross proceeds from the sale of the additional private placement units ($50,000) was placed in the Trust Account, resulting in a total of $60,000,000 held in the Trust Account.
In connection with the issuance and sales of the Over-Allotment Option Units, the Company issued an additional 22,500 Class A ordinary shares to the underwriters.
On November 19, 2024, the underwriters canceled the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company canceled an aggregate of 81,250 Class B ordinary shares issued to the Sponsor prior to the IPO.
Included with this report as Exhibit 99.1 is a pro-forma balance sheet reflecting the partial exercise of the over-allotment option.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Balance Sheet dated November 19, 2024 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 22, 2024
A SPAC III ACQUISITION CORP.
| By: | /s/ Claudius Tsang | |
| Name: | Claudius Tsang | |
| Title: | Chief Executive Officer and Chief Financial Officer |
2
Exhibit 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of November 19, 2024 | F-2 | |
| Notes to Unaudited Pro Forma Financial Statement | F-3 |
F-1
UNAUDITED PRO FORMA BALANCE SHEET
November 12, 2024
| November 12, 2024 | Pro Forma Adjustments | As Adjusted | |||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||
| Assets | |||||||||||||
| Current Assets | |||||||||||||
| Cash | $ | 1,988,050 | $ | (4,312 | ) | (g) | $ | 1,888,753 | |||||
| (80,000 | ) | (h) | |||||||||||
| (14,985 | ) | (i) | |||||||||||
| Prepaid expenses | 25,600 | 77,370 | (h) | 117,464 | |||||||||
| 14,985 | (i) | ||||||||||||
| (491 | ) | (j) | |||||||||||
| Total Current Assets | 2,013,650 | (7,433 | ) | 2,006,217 | |||||||||
| Cash held in Trust Account | 55,000,000 | 5,000,000 | (a) | 60,000,000 | |||||||||
| 50,000 | (b) | ||||||||||||
| (50,000 | ) | (d) | |||||||||||
| Cash held in Trust Account to be used for the Sponsor’s purchase of over-allotment units | 82,500 | (50,000 | ) | (c) | 32,500 | ||||||||
| Total Assets | $ | 57,096,150 | $ | 4,942,567 | $ | 62,038,717 | |||||||
| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | |||||||||||||
| Current Liabilities | |||||||||||||
| Accounts payable and accrued expenses | $ | 5,408 | $ | (4,312 | ) | (g) | $ | - | |||||
| (1,096 | ) | (h) | |||||||||||
| Over-allotment liability | 78,047 | (78,047 | ) | (f) | - | ||||||||
| Due to related party | 82,500 | (50,000 | ) | (c) | 32,500 | ||||||||
| Promissory note - related party | 276,221 | - | 276,221 | ||||||||||
| Total Current Liabilities | 442,176 | (133,455 | ) | 308,721 | |||||||||
| Total Liabilities | 442,176 | (133,455 | ) | 308,721 | |||||||||
| Commitments and Contingencies (Note 6) | |||||||||||||
| Class A ordinary shares, no par value, 100,000,000 shares authorized, 5,500,000 shares and 6,000,000 shares subject to possible redemption, as actual and adjusted, respectively | 52,221,888 | 4,776,300 | (e) | 56,998,188 | |||||||||
| Shareholders’ Equity: | |||||||||||||
| Preference shares, no par value, 1,000,000 shares authorized, none issued and outstanding | - | - | - | ||||||||||
| Class A ordinary shares, no par value, 100,000,000 shares authorized, 527,500 shares and 555,000 shares issued and outstanding, as actual and adjusted, respectively, (excluding 5,500,000 shares and 6,000,000 shares subject to possible redemption, as actual and adjusted, respectively) | - | - | - | ||||||||||
| Class B ordinary shares, no par value, 10,000,000 shares authorized, 1,581,250 shares and 1,500,000 shares issued and outstanding, as actual and adjusted, respectively, | - | - | - | ||||||||||
| Additional paid-in capital | 4,649,848 | 5,000,000 | (a) | 4,951,595 | |||||||||
| 50,000 | (b) | ||||||||||||
| (106,250 | ) | (d) | |||||||||||
| 56,250 | (d) | ||||||||||||
| (4,776,300 | ) | (e) | |||||||||||
| 78,047 | (f) | ||||||||||||
| Accumulated deficit | (217,762 | ) | (1,534 | ) | (h) | (219,787 | ) | ||||||
| (491 | ) | (j) | |||||||||||
| Total Shareholders’ Equity | 4,432,086 | 299,722 | 4,731,808 | ||||||||||
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | $ | 57,096,150 | $ | 4,942,567 | $ | 62,038,717 | |||||||
The accompany notes are an integral part of the unaudited pro forma financial statement.
F-2
A SPAC III ACQUISITION CORP.
NOTES TO UNAUDITED PRO FROMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement Units, and Issuance of Additional Representative Shares
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of A SPAC III Acquisition Corp. (the “Company”) as of November 12, 2024, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on November 19, 2024 as described below.
On November 12, 2024, the Company consummated the IPO of 5,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share, no par value per share and one right to receive of one-tenth of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $55,000,000.
Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 280,000 units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,800,000.
The Company also issued to the underwriters 247,500 Class A Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO.
The Company granted the underwriters a 45-day option to purchase up to an additional 825,000 Units at the IPO price to cover over-allotments, if any. On November 15, 2024, the underwriters notified the Company of its partial exercise of the over-allotment option to purchase additional 500,000 Units of the Company. On November 19, 2024, 500,000 Units were sold to the underwriters at an offering price of $10.00 per Option Unit (the “Option Units” and together with the Units, collectively, the “Public Units”), generating gross proceeds of $5,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of additional 5,000 units (the “Additional Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Additional Private Placement Unit, generating gross proceeds of $50,000. In connection with the issuance and sales of the Option Units, the Company issued an additional 22,500 Representative Shares to the underwriters.
A total of $60,000,000 ($10.00 per Unit) of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on November 12, 2024 and November 19, 2024, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.
On November 19, 2024, the underwriters canceled the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company canceled an aggregate of 81,250 Class B ordinary shares issued to the Sponsor prior to the IPO.
Pro forma adjustments to reflect the sale of the Option Units, the sale of the Additional Private Placement Units and the issuance of the additional 22,500 Representative Shares described above are as follows:
| Pro Forma Entries | Debit | Credit | ||||||
| (a) Cash held in Trust Account | $ | 5,000,000 | ||||||
| Class A ordinary share subject to possible redemption | $ | - | ||||||
| Additional paid-in capital | $ | 5,000,000 | ||||||
| To record the sale of 500,000 Option Units at $10.00 per Unit | ||||||||
| (b) Cash held in Trust Account | $ | 50,000 | ||||||
| Class A ordinary shares | $ | - | ||||||
| Additional paid-in capital | $ | 50,000 | ||||||
| To record the sale of 5,000 Private Placement Units at $10.00 per Unit | ||||||||
| (c) Due to related party | $ | 50,000 | ||||||
| Cash held in Trust Account to be used for the Sponsor’s purchase of over-allotment units | $ | 50,000 | ||||||
| To record the Sponsor’s purchase of 5,000 Private Placement Units at $10.00 per Unit | ||||||||
| (d) Additional paid-in capital | $ | 106,250 | ||||||
| Cash held in Trust Account | $ | 50,000 | ||||||
| Class A ordinary shares | $ | - | ||||||
| Additional paid-in capital - Issuance of representative shares at fair value | $ | 56,250 | ||||||
| To record the issuance of the 22,500 additional representative shares and payment of underwriters’ fee arising from the sale of Option Units | ||||||||
| (e) Additional paid-in capital | $ | 4,776,300 | ||||||
| Class A ordinary share subject to possible redemption | $ | 4,776,300 | ||||||
| To transfer Class A ordinary shares subject to possible redemption to temporary equity | ||||||||
| (f) Over-allotment liability | $ | 78,047 | ||||||
| Additional paid-in capital | $ | 78,047 | ||||||
| To reverse over-allotment option liability | ||||||||
| (g) Accrued expenses | $ | 4,312 | ||||||
| Cash | $ | 4,312 | ||||||
| To record payment of accrued costs | ||||||||
| (h) Accrued expenses | $ | 1,096 | ||||||
| Insurance expense | $ | 1,534 | ||||||
| Prepaid expenses | $ | 77,370 | ||||||
| Cash | $ | 80,000 | ||||||
| To record payment of accrued expenses, insurance expense and prepayment of insurance policy | ||||||||
| (i) Prepaid expenses | $ | 14,985 | ||||||
| Cash | $ | 14,985 | ||||||
| To record prepayment of legal costs | ||||||||
| (j) Trust fee | $ | 491 | ||||||
| Prepaid expenses | $ | 491 | ||||||
| To record amortization of prepaid trust fee | ||||||||
F-3