A SPAC III Acquisition Corp. filed SEC Form 8-K: Unregistered Sales of Equity Securities
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Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Exchange Agreement between A SPAC III Acquisition Corp. (“the Company”) and A SPAC III (Holdings) Corp. (the “Sponsor”), dated January 16, 2026, the Sponsor has transferred and delivered to the Company 1,499,900 Class B ordinary shares of the Company (the “Class B Shares”) in exchange for 1,499,900 Class A ordinary shares of the Company (the “Class A Shares”) (the “Share Exchange”). The 1,499,900 Class A Shares issued in connection with the Share Exchange are subject to the same restrictions as applied to the Class B Shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.
Following the Share Exchange, there are 2,337,481 Class A Shares and 100 Class B Shares issued and outstanding. As a result of the Share Exchange, the Sponsor holds approximately 76.4% of the Company’s outstanding Class A Shares. The issuance of the 1,499,900 Class A Shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
SIGNATURE
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.
| A SPAC III ACQUISITION CORP. | |||
| Dated: January 23, 2026 | |||
| By: | /s/ Claudius Tsang | ||
| Name: | Claudius Tsang | ||
| Title: | Chief Executive Officer | ||