or UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42401 A SPAC III ACQUISITION CORP. | | | Name of Each Exchange on Which | | --- | --- | --- | | Title of Each Class | Trading Symbol | Registered | | ...

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - WhiteFiber, Inc. (WYFI) is up 21% at $17.35 [3] - Rising Dragon Acquisition Corp. (RDAC) is up 21% at $12.63 [3] - Julong Holding Limited (JLHL) is up 13% at $3.45 [3] - Linkhome Holdings Inc. (LHAI) is up 11% at $12.50 [3] - A SPAC III Acquisition Corp. (ASPC) is up 9% at $13.09 [3] - Intuitive Machines, Inc. (LUNR) is up 7% at $11.61 [3] - Ascent Solar Technologies, Inc. (ASTI) is up 7% at $3.31 [3] - Bitmine Immersion Technologies, Inc. (BMNR) is up 6% at $30.39 [3] - Velo3D, Inc. (VELO) is up 5% at $12.10 [3] - Gain Therapeutics, Inc. (GANX) is up 4% at $2.36 [3] Premarket Losers - cbdMD, Inc. (YCBD) is down 17% at $1.60 [4] - Mega Fortune Company Limited (MGRT) is down 16% at $7.33 [4] - Cassava Sciences, Inc. (SAVA) is down 14% at $2.43 [4] - NIKE, Inc. (NKE) is down 10% at $59.01 [4] - InMed Pharmaceuticals Inc. (INM) is down 6% at $1.21 [4] - Datacentrex, Inc. (DTCX) is down 5% at $3.23 [4] - Abundia Global Impact Group Inc (AGIG) is down 5% at $1.50 [4] - PSQ Holdings, Inc. (PSQH) is down 5% at $1.00 [4] - Paranovus Entertainment Technology Ltd. (PAVS) is down 4% at $2.34 [4] - Worksport Ltd. (WKSP) is down 4% at $2.09 [4]

Core Insights - The stock market has experienced significant movements among top gainers, with notable price changes and trading volumes in various sectors [1] Company Summaries - Beasley Broadcast Group, Inc. (BBGI) saw its stock price surge to $17.74, a 338.27% increase, with a trading volume exceeding 35 million shares, following a third-quarter revenue report of $51 million [2][7] - ASPAC III Acquisition Corp. (ASPC) experienced a stock price increase to $24.3, up by 131.87%, on a volume of approximately 2.87 million shares, driven by investor interest in potential mergers or acquisitions [3][7] - ASPAC's unit, ASPCU, also saw its stock rise to $24.11, a 129.40% increase, with a trading volume of around 51,758 shares, reflecting similar investor sentiment [3][7] - Enveric Biosciences, Inc. (ENVB) had its stock price increase to $10.15, up by 71.61%, with trading volume over 32 million shares, following a significant patent allowance for its EVM301 Series molecules [4][7] - Creative Global Technology Holdings Limited (CGTL) reported a stock price climb to $1.09, a 65.18% increase, with over 21 million shares traded, highlighting investor interest in its recycled consumer electronics business model [5][7] Market Dynamics - The movements in stock prices underscore the dynamic nature of the market, with companies across various sectors experiencing significant volatility, attracting investor attention for future developments [6]

Financial Performance - Net income for the three months ended September 30, 2025, was $480,352, a significant increase from a net loss of $38,778 in the same period of 2024[13]. - For the nine months ended September 30, 2025, the net income was $1,273,493, while the company experienced a net loss of $46,778 in the same period of 2024[73]. - The basic and diluted net income per ordinary share for the three months ended September 30, 2025, was $0.12, compared to a loss of $0.11 per share in 2024[73]. - The basic and diluted net income per ordinary share for the nine months ended September 30, 2025, was $0.34, while it was a loss of $0.36 per share in 2024[73]. Assets and Liabilities - Total assets increased to $63.36 million as of September 30, 2025, compared to $62.08 million as of December 31, 2024, reflecting a growth of 2.1%[12]. - Total liabilities remained stable at $529,565 as of September 30, 2025, compared to $517,334 as of December 31, 2024[12]. - Shareholders' equity decreased to $975,004 as of September 30, 2025, from $3.86 million as of December 31, 2024, indicating a decline of 74.7%[12]. - Cash at the end of the period decreased to $1.06 million as of September 30, 2025, down from $1.60 million at the beginning of the period[21]. IPO and Financing - The Company completed its IPO on November 12, 2024, raising total gross proceeds of $55,000,000 from the sale of 5,500,000 units at $10.00 per unit[27]. - An additional 500,000 units were sold under the over-allotment option, generating gross proceeds of $5,000,000[29]. - The total transaction costs for the IPO amounted to $1,600,217, including $600,000 in cash underwriting commissions[30]. - The Company has placed $60,000,000 in a Trust Account, which will be invested in U.S. government treasury bills or money market funds[32]. Business Combination and Operations - As of September 30, 2025, the Company had not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[25]. - The Company has a Combination Period of 24 months from the IPO to complete a Business Combination, extended to November 12, 2026[36]. - The Company entered into a merger agreement with PubCo, Merger Sub, and Bioserica, with an aggregate consideration of $217,860,000 for the Acquisition Merger[42]. - The Company expects to incur significant costs in pursuit of its acquisition plans and does not anticipate generating operating revenues until after the completion of its Business Combination[120]. Shareholder Information - The Company will provide public shareholders the opportunity to redeem shares at a price equal to the amount in the Trust Account, initially anticipated to be $10.00 per share[34]. - The Company had 6,000,000 Class A ordinary shares subject to possible redemption as of September 30, 2025, unchanged from the previous year[13]. - The holders of rights will receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination, with 6,000,000 rights outstanding as of September 30, 2025[102]. Costs and Expenses - General and administrative expenses rose to $173,955 for the three months ended September 30, 2025, compared to $38,778 in the same period of 2024, marking an increase of 348%[13]. - The Company incurred offering costs of $1,600,217 related to the IPO, which were charged to shareholders' equity upon completion[59]. - The Company has significant professional costs expected to continue as it remains publicly traded and pursues a Business Combination[47]. Trust Account and Investments - The estimated fair value of investments held in the Trust Account was $62,268,671 as of September 30, 2025, comprised of money market funds investing in U.S. government securities[61]. - The Company held marketable securities in the Trust Account valued at $62,268,671 as of September 30, 2025[108]. - The funds in the trust account will be invested in U.S. government treasury bills or money market funds, with limited access until certain conditions are met[163]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[54]. - The Company has not experienced any changes in internal control over financial reporting that materially affected its reporting[155]. - The management evaluated the effectiveness of disclosure controls and procedures, concluding they were effective at a reasonable assurance level[153]. Risks and Concerns - The ongoing geopolitical tensions and market volatility may adversely affect the Company's ability to consummate a Business Combination[51]. - The Company may need additional financing to complete its Business Combination or to meet obligations if cash on hand is insufficient[47]. - The Company expects to incur significant costs to remain publicly traded and pursue a Business Combination, raising concerns about its ability to continue as a going concern[137].

Financial Performance - The company reported a net income of $793,141 for the six months ended June 30, 2025, compared to a net loss of $8,000 for the same period in 2024, indicating a significant turnaround in performance [12]. - For the three months ended June 30, 2025, the company reported a net income of $379,939, compared to a net loss of $8,000 for the same period in 2024, indicating a significant turnaround in performance [119]. - For the six months ended June 30, 2025, the net income was $793,141, while the net loss for the same period in 2024 was $8,000 [66]. - The basic and diluted net income per ordinary share for the three months ended June 30, 2025, was $0.11, compared to a loss of $(0.12) for the same period in 2024 [67]. - The basic and diluted net income per ordinary share for the six months ended June 30, 2025, was $0.22, while the loss for the same period in 2024 was $(0.24) [67]. Assets and Liabilities - As of June 30, 2025, total assets amounted to $62,776,001, a slight increase from $62,075,158 as of December 31, 2024, reflecting a growth of approximately 1.13% [11]. - Total current liabilities decreased to $425,036 as of June 30, 2025, from $517,334 as of December 31, 2024, representing a reduction of approximately 17.8% [11]. - The total shareholders' equity as of June 30, 2025, was $1,898,177, a decrease from $3,863,392 as of December 31, 2024, reflecting a decline of approximately 50.9% [11]. - The Company had cash of $1,068,509 at the end of June 2025, down from $1,598,890 at the end of December 2024, a decrease of about 33% [16]. - As of June 30, 2025, the Company had $1,068,509 in cash and working capital of $726,118 [40]. IPO and Financing - The Company completed its IPO on November 12, 2024, raising total gross proceeds of $55,000,000 from the sale of 5,500,000 Units at $10.00 per Unit [22]. - The underwriters partially exercised their over-allotment option, resulting in the issuance of an additional 500,000 Units, generating gross proceeds of $5,000,000 [23]. - Total transaction costs for the IPO and over-allotment amounted to $1,600,217, including $600,000 in cash underwriting commissions [24]. - The Company placed $60,000,000 of net proceeds from the IPO and private placements into a Trust Account, which will be invested in U.S. government treasury bills [26]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares [41]. Business Combinations - The Company entered into an agreement with HD Group for a potential acquisition valued at $300,000,000, to be paid entirely in stock [33]. - The Company also entered into an agreement with Bioserica for a potential acquisition valued at $200,000,000, also to be paid entirely in stock [34]. - The Merger Agreement with Bioserica includes an aggregate consideration of $217,860,000, consisting of $200,000,000 in newly issued Class B ordinary shares and $17,860,000 in Class A ordinary shares [36]. - The Company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination at a price of approximately $10.00 per share [28]. - The Company has until 12 months from the IPO closing to complete an initial Business Combination, with the possibility of extending this period by up to 6 months through Extension Loans totaling up to $1,100,000 [81]. Operational Activities - The company has not commenced any operations as of June 30, 2025, and all activities have been related to its formation and identifying a target for a business combination [20]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination [117]. - The company has incurred general and administrative expenses of $267,036 for the three months ended June 30, 2025, compared to $8,000 for the same period in 2024, indicating increased operational activities [119]. - The Company has significant costs associated with remaining a publicly traded entity and pursuing a Business Combination, raising concerns about its ability to continue as a going concern [127]. Trust Account and Investments - The estimated fair value of investments held in the Trust Account was $61,624,847 as of June 30, 2025, compared to $60,356,959 as of December 31, 2024 [54]. - The fair value of marketable securities held in the Trust Account is $61,624,847, an increase from $60,356,959 as of December 31, 2024, representing a growth of approximately 2.1% [101]. - The funds in the Trust Account will not be released until certain conditions are met, including the completion of an initial business combination [153]. Legal and Compliance - The Company has not experienced any changes in internal control over financial reporting that materially affected its financial reporting [144]. - There are currently no material legal proceedings or claims against the Company that could adversely affect its financial condition [146]. - The Company’s disclosure controls and procedures were deemed effective at a reasonable assurance level as of June 30, 2025 [142]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [47].

Financial Position - As of March 31, 2025, total assets amounted to $62,249,731, a slight increase from $62,075,158 as of December 31, 2024[11] - Total current liabilities decreased significantly from $517,334 as of December 31, 2024, to $278,705 as of March 31, 2025[11] - Total shareholders' equity decreased from $3,863,392 as of December 31, 2024, to $2,904,104 as of March 31, 2025[11] - As of March 31, 2025, the Company had $1,119,610 in cash and working capital of $982,030, with liquidity needs previously satisfied through a $25,000 sale of Founders Shares and a $350,000 loan from the Sponsor[39] - As of March 31, 2025, the Company had $1,119,610 in cash and $60,988,996 in investments held in the Trust Account, compared to $1,598,890 and $60,356,959 respectively as of December 31, 2024[50][54] Income and Expenses - The company reported a net income of $413,202 for the three months ended March 31, 2025, compared to no income reported for the same period in 2024[12] - For the three months ended March 31, 2025, the Company reported a net income of $413,202, consisting of interest income of $647,080, offset by general and administrative expenses of $233,878[110] - The Company reported general and administrative expenses of $233,878 for the three months ended March 31, 2025[100] - Interest earned on investments held in the Trust Account was $632,037 for the three months ended March 31, 2025[100] IPO and Financing - The IPO generated total gross proceeds of $55,000,000 from the sale of 5,500,000 units at an offering price of $10.00 per unit[25] - The Company incurred $1,600,217 in transaction costs related to the IPO, including $600,000 in underwriting fees[114] - The Sponsor purchased 280,000 private placement units at a price of $10.00 per unit for a total of $2,800,000 simultaneously with the IPO[73] - The underwriter partially exercised the over-allotment option on November 19, 2024, purchasing 500,000 Units, generating gross proceeds of $5,000,000[83] - The Company completed its IPO on November 12, 2024, raising gross proceeds of $55 million from the sale of 5,500,000 units at $10.00 per unit[140] Business Combination - The Company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[23] - The Company has 12 months (or up to 18 months if extended) to complete its initial Business Combination, or it will cease operations and liquidate[34] - The Company may need additional financing to complete its Business Combination or to redeem public shares, which could involve issuing more securities or incurring debt[40] - If the Company cannot complete a Business Combination by November 12, 2025, it will liquidate, raising substantial doubt about its ability to continue as a going concern[41] - The Company intends to effectuate its initial business combination using cash from the IPO proceeds and other financing methods[104] Acquisitions - The aggregate consideration for the acquisition of HD Group is $300,000,000, to be paid entirely in stock at a price of $10.00 per share[37] - The aggregate consideration for the acquisition of Bioserica is $200,000,000, also to be paid entirely in stock at a price of $10.00 per share[38] Risks and Uncertainties - Various global political and economic uncertainties may adversely affect the Company's ability to consummate a Business Combination[42] - The ongoing conflicts and market volatility may impact the Company's ability to raise necessary financing for its operations and Business Combination[43] - The Company expects to incur significant costs to remain a publicly traded company and pursue a Business Combination, raising substantial doubt about its ability to continue as a going concern[119] Shareholder Information - Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.11 for the three months ended March 31, 2025[12] - Class A ordinary shares subject to possible redemption were valued at $59,066,922 as of March 31, 2025, an increase from $57,694,432 as of December 31, 2024[56] - The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis[89] - As of March 31, 2025, the Company had 550,000 Class A ordinary shares outstanding, excluding 6,000,000 Class A ordinary shares subject to possible redemption[87] Accounting and Compliance - The Company is classified as an "emerging growth company" and has opted not to comply with certain reporting requirements applicable to non-emerging growth companies[46] - The Company follows the asset and liability method for accounting for income taxes, with no income tax provision due to its status in the British Virgin Islands[63] - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[59] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of March 31, 2025[62] - The Company has evaluated its disclosure controls and procedures and concluded they were effective at a reasonable assurance level as of March 31, 2025[134] Other Information - The Company has no outstanding borrowings under Working Capital Loans as of March 31, 2025[79] - The Company has no long-term debt or off-balance sheet arrangements as of March 31, 2025[120] - The Company has granted the underwriter a right of first refusal for future equity offerings for 12 months following the closing of a Business Combination[82] - The Company adopted ASU 2023-09 on January 1, 2025, which requires expanded disclosures of income taxes paid, with no significant impact reported[69] - The funds in the Trust Account will be invested only in U.S. government treasury bills or money market funds meeting specific conditions[144]

IPO and Fundraising - The Company completed its IPO on November 12, 2024, raising total gross proceeds of $55,000,000 from the sale of 5,500,000 units at $10.00 per unit[17]. - A private placement of 280,000 units was also completed, generating total proceeds of $2,800,000, with the units sold at the same price of $10.00 per unit[18]. - An additional 500,000 units were sold under the over-allotment option, generating gross proceeds of $5,000,000[19]. - The total net proceeds of $60,000,000 from the IPO and private placement were deposited in a trust account for the benefit of public shareholders[21]. - The Company raised gross proceeds of $55 million from the IPO by selling 5,500,000 Units at a price of $10.00 per unit[102]. - An additional $5 million was generated from the sale of 500,000 Over-Allotment Option Units at the same price[105]. - Total gross proceeds from the IPO and Over-Allotment Option Units amounted to $60,000,000, which was placed in a Trust Account for public shareholders[119]. Business Combination Plans - The Company entered into an agreement with HDEducation Group Limited for a potential business combination, with an aggregate consideration of $300,000,000 to be paid entirely in stock[24]. - A separate agreement with Bioserica International Limited was also established, with a consideration of $200,000,000 to be paid in stock[25]. - The Company has a deadline to complete its initial business combination by November 12, 2025, with a possible extension to May 12, 2026[32]. - The company aims to acquire target businesses with a total enterprise value between $100 million and $600 million[46]. - The initial business combination must have an aggregate fair market value equal to at least 80% of the balance in the trust account at the time of signing a definitive agreement[49]. - The company may structure its initial business combination to acquire less than 100% of the target business, provided it maintains a controlling interest[52]. - The company intends to focus on businesses in the Environmental, Sustainability, and Governance (ESG) and material technology sectors, with a global target search[44]. Redemption and Liquidation - Public shareholders will have the opportunity to redeem their shares at a per-share price of approximately $10.00, subject to the amount in the trust account[30][31]. - If the Company fails to complete the business combination, it will enter voluntary liquidation, and the redemption amount may be less than $10.00 due to potential claims from creditors[37]. - If the company fails to complete a business combination, it will redeem 100% of outstanding public shares at a price expected to be approximately $10.00 per share[51]. - The Company will liquidate if an initial business combination is not completed, rendering 1,500,000 Class B ordinary shares and 285,000 Private Placement Units worthless[179]. Financial Performance - For the year ended December 31, 2024, the Company reported a net loss of $226,383, with general and administrative expenses of $587,106 and interest income of $360,723[125]. - As of December 31, 2024, the Company had $1,598,890 in cash on hand and working capital of $1,200,865[131]. - The Company incurred total transaction costs of $1,600,217 related to the IPO, including $600,000 in underwriting fees[130]. - The Company has not paid any cash dividends to date and does not intend to do so prior to completing an initial business combination[99]. - The Company has classified 6,000,000 Class A ordinary shares as temporary equity due to redemption provisions not solely within its control[142]. - The Company reported a net loss per share calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[143]. Regulatory and Legal Risks - The company may face significant legal and operational risks if it acquires a PRC-based company, including regulatory reviews and restrictions on foreign ownership[53]. - The PRC government has implemented new cybersecurity review measures that require network platform operators with over one million users to apply for reviews before going public abroad, potentially affecting the company's ability to list on U.S. exchanges[54]. - If the company acquires a PRC target, it may rely on a Variable Interest Entity (VIE) structure, which poses risks related to the enforcement of contractual arrangements and the legal environment in China[55]. - The PCAOB's ability to inspect auditors in mainland China and Hong Kong is uncertain, which could impact the company's access to U.S. capital markets[59]. - If the combined company cannot meet PCAOB inspection requirements for two consecutive years, its securities may be delisted from U.S. exchanges[61]. - The M&A Rules in China require offshore special purpose vehicles to obtain approval from the CSRC for overseas listings, adding uncertainty to potential acquisitions[65]. - The PRC government issued the "Opinions" on July 6, 2021, to strengthen regulation over illegal securities activities and overseas listings by China-based companies[66]. - The CSRC's Trial Administrative Measures, effective March 31, 2023, require filing for overseas listings if 50% or more of an issuer's revenue comes from PRC domestic companies[67]. - The PRC Data Security Law imposes obligations on entities conducting data activities, including national security review procedures[68]. - Foreign exchange control regulations may restrict the ability of PRC subsidiaries to remit funds to offshore entities, impacting dividend payments[72]. - The PRC government may impose measures that restrict access to foreign currencies, affecting the ability to meet foreign currency obligations[72]. Governance and Management - The Company is classified as an emerging growth company and is eligible for certain exemptions from reporting requirements[84]. - The Chief Executive Officer has over 20 years of experience in capital markets, including private equity and M&A transactions[159]. - The Independent Director has over 25 years of experience in private equity and project finance, enhancing the Company's governance[160]. - The board of directors consists of four members, with directors holding office for an indefinite term or a term fixed by resolution[164]. - The Audit Committee, composed solely of independent directors, reviews the company's financial reporting processes and the performance of independent auditors[166]. - The Compensation Committee evaluates officers' performance and determines compensation levels, but did not meet during 2024[169]. - No compensation will be paid to existing initial shareholders, including directors, prior to the consummation of a business combination[170]. - The company has established a nominating committee responsible for overseeing the selection of board nominees, consisting of independent directors[168]. - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[183]. - The Company has established insider trading policies to promote compliance with relevant laws and regulations[184]. - The Company has not yet adopted a formal policy for the review of related party transactions, which may affect governance practices[207]. - The audit committee will review and approve related party transactions, requiring a majority vote for approval[209]. - The Company has three independent directors as defined by NASDAQ listing standards, ensuring compliance with SEC rules[215]. Future Financing and Operations - The company intends to use cash from the IPO and private placement proceeds for its initial business combination[113]. - The Company may need to obtain additional financing to complete its Business Combination or to meet obligations if cash on hand is insufficient[133]. - The Sponsor is not obligated to fund the Trust Account for extensions related to the initial Business Combination[205]. - The audit committee will conduct quarterly reviews of all payments made to the Sponsor, officers, or directors[214].

Financial Position - As of September 30, 2024, total assets amounted to $82,250, with total liabilities at $269,603, resulting in a shareholder's deficit of $187,354[10]. - As of September 30, 2024, the Company reported a working capital deficit of $269,603 and had borrowed $244,603 under a promissory note[38]. - The Company had borrowed $244,603 under a promissory note as of September 30, 2024, up from $125,651 as of December 31, 2023[67]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[112]. - The Company had no cash available for working capital needs, relying on funds held outside the Trust Account for operational expenses[107]. IPO and Fundraising - The company completed its IPO on November 12, 2024, raising total gross proceeds of $55,000,000 from the sale of 5,500,000 units at $10.00 per unit[25]. - The Company completed its IPO on November 12, 2024, issuing 5,500,000 Units at a price of $10.00 per unit, generating gross proceeds of $55,000,000[86]. - The underwriters partially exercised their over-allotment option, resulting in an additional issuance of 500,000 units, generating gross proceeds of $5,000,000[27]. - An additional $5 million was generated from the sale of 500,000 Over-Allotment Option Units at $10.00 per unit on November 19, 2024[135]. - The Sponsor purchased 280,000 private placement units for an aggregate purchase price of $2,800,000[62]. - The Company issued 500,000 Over-Allotment Option Units on November 19, 2024, generating additional gross proceeds of $5,000,000[96]. - A total of $60,000,000 from the IPO proceeds was placed in a Trust Account, with funds invested in U.S. government treasury bills or money market funds[30]. - The total amount held in the Trust Account as of November 19, 2024, is $60 million, which will be invested in U.S. government treasury bills or money market funds[137]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $38,778, with general administrative expenses of $38,778[13]. - For the nine months ended September 30, 2024, the net loss was $46,778, compared to no revenue generated during the same period[20]. - The Company incurred a net loss of $38,778 for the three months ended September 30, 2024, primarily due to formation and operating expenses[102]. Business Operations - The company has not commenced any operations as of September 30, 2024, and will not generate operating revenues until after completing a business combination[24]. - The Company intends to pursue targets in the Environmental, Sustainability, and Governance (ESG) and material technology sectors[23]. - The Company must complete a Business Combination with a target having a fair market value of at least 80% of the Trust Account value[31]. - If the Company fails to complete a Business Combination, it will redeem public shares at a price of $10.00 per share, subject to certain conditions[32]. - The Company has 12 months (extendable to 18 months) from the IPO closing to complete the initial Business Combination, or it will liquidate[34]. - The Company has the option to extend the time to consummate the initial Business Combination by up to 18 months, requiring deposits of $550,000 for each three-month extension[85]. - The Company will not repay loans made for extensions if it fails to complete a Business Combination[85]. Shareholder Information - As of September 30, 2024, the weighted average shares outstanding were 1,375,000, with a basic and diluted net loss per ordinary share of $0.03[13]. - The Class A ordinary shares subject to possible redemption are classified as temporary equity, with 6,000,000 shares issued as part of the IPO[33]. - The Class A ordinary shares subject to possible redemption are classified as temporary equity due to uncertain future events[50]. - Holders of rights will receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination[79]. - As of September 30, 2024, there were 1,581,250 Class B ordinary shares outstanding, with 81,250 shares forfeited due to the underwriter's partial exercise of the over-allotment option[76]. - The Company is authorized to issue a total of 100,000,000 Class A ordinary shares, but none were issued or outstanding as of September 30, 2024[75]. Costs and Expenses - Total transaction costs related to the IPO and over-allotment amounted to $1,600,217, including $600,000 in cash underwriting commissions[28]. - Total transaction costs amounted to $1,600,217, including $600,000 in cash underwriting commissions, $675,000 fair value of Representative Shares, and $325,217 in other offering costs[138]. - The Company has incurred significant professional costs to remain publicly traded and expects to continue incurring such costs[38]. - The Company expects to incur significant costs related to being a public company and pursuing a Business Combination[111]. - The management has raised substantial doubt about the Company's ability to continue as a going concern due to significant costs and the need for additional financing[111]. Regulatory and Compliance - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[44]. - The Company is currently evaluating the impact of adopting ASU 2023-07, which requires additional segment information disclosures[59]. - The Company does not expect any material changes in unrecognized tax benefits over the next twelve months[55]. - The Company has evaluated its disclosure controls and procedures and concluded they were effective as of September 30, 2024[127]. - No changes in internal control over financial reporting have materially affected the Company's controls during the most recent fiscal quarter[129]. - The report includes certifications from the Chief Executive Officer and Chief Financial Officer as required by the Sarbanes-Oxley Act[142]. Miscellaneous - The ongoing geopolitical conflicts may materially affect the Company's ability to consummate a Business Combination[41]. - The underwriter received a discount of $600,000 upon the closing of the IPO and additional Representative Shares as part of the underwriting agreement[73]. - The Representative Shares issued to the underwriter are subject to a 180-day lock-up period following the IPO[117]. - The Company has not identified any critical accounting estimates that could materially affect its financial statements[118]. - No defaults upon senior securities were reported[139]. - No additional information was disclosed in the report[140]. - Various exhibits were filed as part of the Quarterly Report, including an Underwriting Agreement and a Registration Rights Agreement[142]. - The report was signed by Claudius Tsang, Chief Executive Officer and Chief Financial Officer, on December 20, 2024[147].

As filed with the U.S. Securities and Exchange Commission on November 5, 2024. Registration No. 333-282428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 A SPAC III Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other jurisdiction of If any of the securities being registered on this Form are to be offered on a delayed or continuous ...

As filed with the U.S. Securities and Exchange Commission on October 24, 2024. Registration No. 333-282428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 A SPAC III Acquisition Corp. (Exact name of registrant as specified in its charter) British Virgin Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Empl ...