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Alpha Capital Acquisition Company(ASPCU) - 2025 Q4 - Annual Report
2026-03-04 21:10
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 or ☐ 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. (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State or other jurisdiction of ...
Significant Movements in the Stock Market: Top Gainers Lead the Charge
Financial Modeling Prep· 2025-12-11 00:00
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]
Alpha Capital Acquisition Company(ASPCU) - 2025 Q3 - Quarterly Report
2025-11-10 21:01
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 company achieved a net income of $1,273,493, while in 2024, it reported a net loss of $46,778[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 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 in 2024[73]. Assets and Liabilities - Total assets increased to $63,360,882 as of September 30, 2025, compared to $62,075,158 as of December 31, 2024, reflecting a growth of 2.07%[12]. - Total liabilities remained stable at $529,565 as of September 30, 2025, compared to $517,334 as of December 31, 2024, showing a slight increase of 2.4%[12]. - The total shareholders' equity decreased to $975,004 as of September 30, 2025, from $3,863,392 as of December 31, 2024, a decline of 74.8%[12]. - Cash balance decreased to $1,062,632 as of September 30, 2025, down from $1,598,890 at the beginning of the period, a decline of 33.5%[21]. Revenue Generation - Interest income for the nine months ended September 30, 2025, was $1,948,362, compared to $0 in the same period of 2024, indicating a substantial increase in revenue generation[13]. - For the three months ended September 30, 2025, the Company reported general and administrative expenses of $173,955 and interest income of $654,307, resulting in a net income of $480,352 for the quarter[128]. - For the nine months ended September 30, 2025, the Company had general and administrative expenses of $674,869 and interest income of $1,948,362, leading to a net income of $1,273,493[129]. 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]. - 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 - The initial Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the Trust Account value[33]. - The Combination Period has been extended to November 12, 2026, allowing up to 24 months from the IPO to complete a Business Combination[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 consideration includes $200,000,000 in the form of 20,000,000 newly issued PubCo Class B ordinary shares and $17,860,000 in the form of 1,786,000 newly issued PubCo Class A ordinary shares[42]. Operational Status - 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 determined that there is substantial doubt about its ability to continue as a going concern without completing a Business Combination[137]. - The Company has incurred significant costs related to its acquisition plans and does not expect to generate operating revenues until after completing a business combination[120]. Shareholder Information - The Company had 555,000 Class A ordinary shares outstanding, excluding 6,000,000 Class A ordinary shares subject to possible redemption[98]. - The Company is authorized to issue a total of 100,000,000 Class A ordinary shares and 10,000,000 Class B ordinary shares, with 1,500,000 Class B ordinary shares issued and outstanding as of September 30, 2025[99][100]. - 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]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[54]. - The company did not recognize any income tax expense as it is not subject to income taxes in the British Virgin Islands or the United States[69]. - The company has no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025[68]. Market Conditions - The ongoing geopolitical tensions and market volatility may adversely affect the Company's ability to consummate a Business Combination[51]. - The Company has significant professional costs expected to continue as it remains a publicly traded entity and pursues a Business Combination[47].
Alpha Capital Acquisition Company(ASPCU) - 2025 Q2 - Quarterly Report
2025-08-13 20:30
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[12]. - Interest income for the three months ended June 30, 2025, was $646,975, while there was no interest income reported for the same period in 2024[12]. - The Company reported a net income of $379,939 for the three months ended June 30, 2025, compared to a net loss of $8,000 for the same period in 2024[66]. - 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 $62.78 million, a slight increase from $62.08 million as of December 31, 2024[11]. - Total current liabilities decreased to $425,036 as of June 30, 2025, from $517,334 as of December 31, 2024[11]. - The company had total shareholders' equity of $1.90 million as of June 30, 2025, down from $3.86 million as of December 31, 2024[11]. - Cash at the end of the period was $1,068,509, down from $1,598,890 at the beginning of the period[16]. - As of June 30, 2025, the Company had $1,068,509 in cash and working capital of $726,118[40]. - 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]. - Class A ordinary shares subject to possible redemption amounted to $60,452,788 as of June 30, 2025, reflecting an increase from $57,694,432 as of December 31, 2024[56]. 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]. - An additional 500,000 Units were sold under the over-allotment option on November 19, 2024, 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 completed a private placement of 280,000 units at $10.00 per unit, generating total proceeds of $2,800,000[122]. - The underwriter received $600,000 for the underwriter's discount upon the closing of the IPO and the sale of the Over-Allotment Option Units[85]. Business Strategy and Operations - The company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[20]. - The company’s strategy focuses on pursuing targets in the Environmental, Sustainability, and Governance (ESG) and material technology sectors[18]. - The Company has broad discretion in applying the net proceeds from the IPO and private placements, primarily intended for consummating a Business Combination[27]. - 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]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares[41]. - The Company has significant costs associated with remaining publicly traded and pursuing a Business Combination, raising doubts about its ability to continue as a going concern[127]. Mergers and Acquisitions - 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]. - A separate agreement with Bioserica was established 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 aggregate consideration for the Acquisition Merger with Bioserica is $217,860,000, consisting of $200,000,000 in newly issued Class B ordinary shares and $17,860,000 in newly issued Class A ordinary shares[88]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[47]. - The Company does not expect any material changes in unrecognized tax benefits over the next twelve months[62]. - The Company is not subject to income taxes in the British Virgin Islands or the United States, resulting in a tax provision of zero for the period presented[63]. - The Company has no dilutive securities as of June 30, 2025, making diluted net income per share the same as basic earnings per share[65]. - The Company has not experienced any changes in internal control over financial reporting that materially affected its reporting[144]. - There are currently no material legal proceedings against the Company that could adversely affect its financial condition or operations[146].
Alpha Capital Acquisition Company(ASPCU) - 2025 Q1 - Quarterly Report
2025-05-09 20:02
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] - The company had total liabilities of $278,705 as of March 31, 2025, compared to $517,334 as of December 31, 2024[11] - The company’s additional paid-in capital decreased from $4,255,351 as of December 31, 2024, to $2,882,861 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 Earnings - 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] - 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] - For the three months ended March 31, 2025, the company reported a net income of $413,202, while the net loss including accretion of ordinary shares to redemption value was $(959,288)[67] - The basic and diluted net loss per ordinary share for the three months ended March 31, 2025, was $0.11, compared to a loss of $(0.12) for the same period in 2024[67] IPO and Financing - The company generated total gross proceeds of $55,000,000 from its IPO, which was consummated on November 12, 2024[25] - Total transaction costs related to the IPO amounted to $1,600,217[27] - The Company issued 270,000 Class A ordinary shares to Maxim Group LLC, valued at $675,000, as compensation related to the IPO[28] - 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 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] - The Company has the option to extend the time to consummate a Business Combination by up to 18 months, requiring a deposit of $550,000 for each three-month extension[80] - 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 sponsor purchased 280,000 private placement units at $10.00 per unit for a total of $2,800,000 simultaneously with the IPO[73] Business Combination - 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 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] - The Company intends to effectuate its initial business combination using cash from the IPO proceeds and other financing methods[104] - The Company entered into the HD Group Agreement on December 31, 2024, with an aggregate consideration of $300,000,000 to be paid entirely in stock at a price of $10.00 per share[106] - On January 24, 2025, the Company entered into the Bioserica Agreement with a total consideration of $200,000,000, also to be paid in stock at $10.00 per share[107] Risks and Uncertainties - 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] - 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 concerns about its ability to continue as a going concern[119] Accounting and Reporting - The Company is classified as an "emerging growth company" and is exempt from certain reporting requirements, including auditor attestation requirements[46] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties related to tax positions as of March 31, 2025[62] - The Company follows the asset and liability method of accounting for income taxes, with a tax provision of zero for the period presented 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 applies ASC 820 for fair value measurements, which requires maximizing observable inputs and minimizing unobservable inputs[60] - 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] - The Company does not believe that any recently issued accounting standards will have a material effect on its financial statements[71] - 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 Company adopted ASU 2023-07 and ASU 2023-09 on January 1, 2025, with no significant impact on its financial statements[129][130] Shareholder Information - 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 Company has 550,000 Class A ordinary shares outstanding, excluding 6,000,000 Class A ordinary shares subject to possible redemption[87] - As of March 31, 2025, there were 6,000,000 rights outstanding, with each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination[91] - The Company is authorized to issue a total of 1,000,000 preferred shares, with none issued or outstanding as of March 31, 2025[86] - 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] Expenses and Costs - General and administrative expenses for the three months ended March 31, 2025, were $233,878[100] - Interest earned on investments held in the Trust Account for the three months ended March 31, 2025, was $632,037[100] - The Company incurred $1,600,217 in transaction costs related to the IPO, including $600,000 in underwriting fees[114] - Total transaction costs for the IPO amounted to $1,600,217, including $600,000 in cash underwriting commissions and $675,000 in fair value of Representative Shares[145]
Alpha Capital Acquisition Company(ASPCU) - 2024 Q4 - Annual Report
2025-03-05 22:22
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 priced at $10.00 each[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 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 Operations and Strategy - The Company has not commenced any operations as of December 31, 2024, and will not generate operating revenues until after the initial business combination[22]. - The company aims to acquire target businesses with a total enterprise value between $100 million and $600 million[46]. - The company intends to focus on businesses in the Environmental, Sustainability, and Governance (ESG) and material technology sectors, with a global target search[44]. - 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 use cash from the IPO and private placement proceeds for its initial business combination[113]. Business Combination Agreements - The Company entered into an agreement with HD Group 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 was also established, with a consideration of $200,000,000 to be paid in stock[25]. Redemption and Trust Account - The anticipated redemption price for public shares is initially expected to be $10.00 per share, subject to potential increases[31]. - If the initial business combination is not completed by November 12, 2025, the Company will cease operations and redeem public shares[32]. - The actual per-share redemption amount may be less than $10.00 due to potential claims from creditors against the trust account[37]. - Shareholders are entitled to receive funds from the trust account only under specific conditions, including redemption prior to winding up or in connection with an initial business combination[43]. - The company expects the pro rata redemption price to be approximately $10.00 per public share, subject to adjustments based on extensions and creditor claims[51]. - If the trust account balance falls below $10.00 per share, the actual redemption price may be less than this amount due to creditor claims[39]. - The Company will not provide redemption rights or liquidating distributions for Founder Shares or Private Placement Units if a Business Combination is not completed[200]. 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 Compliance Risks - The company may face significant legal and operational risks if it acquires a PRC target company, including regulatory reviews and restrictions on foreign ownership[53]. - The PRC government has implemented new cybersecurity review measures, requiring companies with over one million users to apply for review before going public abroad, which may deter potential target companies from listing in the U.S.[54]. - The combined company may encounter difficulties in transferring funds among subsidiaries due to PRC regulations on foreign investments and currency conversion[57]. - The PCAOB's ability to inspect auditors in mainland China and Hong Kong remains uncertain, which could impact the company's access to U.S. capital markets[59]. - The M&A Rules require offshore special purpose vehicles to obtain approval from the CSRC for overseas listings, adding regulatory complexity 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]. - The PRC government may restrict access to foreign currencies, affecting the ability of PRC subsidiaries to pay dividends or repay loans[72]. - The Provisions on Private Lending Cases regulate financing activities and may impact the transfer of funds among PRC subsidiaries[73]. Governance and Management - The Chief Executive Officer has over 20 years of experience in capital markets, focusing on 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 the holders of Founder Shares[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 or directors prior to the consummation of a business combination[170]. - Directors and officers are not required to commit full time to the company's affairs, leading to potential conflicts of interest[176]. - The company has established a nominating committee responsible for overseeing the selection of board nominees[168]. - The company has a duty to act in good faith and exercise independent judgment, avoiding conflicts of interest[175]. - The Sponsor and its affiliates may have fiduciary obligations to other entities, impacting acquisition opportunities[174]. - The company has adopted a code of ethics to avoid conflicts of interest, requiring disclosure of any financial transactions involving directors or officers[208]. - 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]. Accounting and Financial Reporting - The Company evaluated its disclosure controls and procedures as effective as of December 31, 2024, providing reasonable assurance of compliance[152]. - There were no changes in internal control over financial reporting that materially affected the Company during the most recent fiscal quarter[155]. - The Company has not identified any critical accounting estimates that could materially differ from actual results[141]. - Management does not expect that any recently issued accounting standards will materially affect the financial statements[146]. - The FASB issued ASU No. 2023-07, effective for fiscal years beginning after December 15, 2023, requiring additional segment information disclosures[144]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid[145].
Alpha Capital Acquisition Company(ASPCU) - 2024 Q3 - Quarterly Report
2024-12-20 21:00
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 deferred offering costs of $82,250 as of September 30, 2024[20] - The Company has no cash or cash equivalents as of September 30, 2024, and December 31, 2023[48] - As of September 30, 2024, the company had no cash available for working capital needs[107] 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, with accumulated deficit increasing from $165,576 to $212,354[15] - 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] - The company has no revenues to date and does not expect to generate operating revenues until after completing a Business Combination[100] IPO and Fundraising - The company generated total gross proceeds of $55,000,000 from its IPO of 5,500,000 units at an offering price of $10.00 per unit[25] - The underwriters partially exercised their over-allotment option, resulting in additional gross proceeds of $5,000,000 from the issuance of 500,000 units[27] - Total transaction costs for the IPO and over-allotment option amounted to $1,600,217, including $600,000 in cash underwriting commissions[28] - The Company completed its IPO on November 12, 2024, selling 6,000,000 Units at $10.00 per Unit, generating gross proceeds of $60,000,000[61] - The Sponsor purchased 280,000 private placement units for an aggregate price of $2,800,000 simultaneously with the IPO[62] - An additional 500,000 Over-Allotment Option Units were sold on November 19, 2024, also at $10.00 per unit, resulting in total gross proceeds of $5,000,000[96] - The Company also raised $2.8 million from a private placement of 280,000 units at $10.00 per unit, which are not redeemable until the completion of the initial business combination[134] Trust Account and Redemption - 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] - If the initial Business Combination is not completed within the Combination Period, the Company will redeem public shares at a price equal to the amount in the Trust Account[34] - As of November 19, 2024, a total of $60 million was placed in a Trust Account for the benefit of public shareholders[98] Share Structure - The Company issued 1,581,250 Class B ordinary shares to the Sponsor for $25,000, with no shares outstanding as of September 30, 2024[11] - 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 B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon the initial Business Combination, subject to certain adjustments[77] - Holders of rights will receive one-tenth of one Class A ordinary share upon consummation of the initial Business Combination, with no additional consideration required[79] - The Company is authorized to issue a total of 1,000,000 preferred shares, but none have been issued as of the reporting dates[75] Costs and Expenses - The Company may incur significant professional and transaction costs in pursuit of the Business Combination[38] - The company has incurred significant costs to remain publicly traded and expects to continue incurring such costs[111] - 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] Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[44] - The Company has not verified the Sponsor's ability to satisfy indemnity obligations related to claims against the Trust Account[36] - The Company has not experienced losses on cash accounts exceeding the Federal Depository Insurance Coverage of $250,000 as of September 30, 2024[51] - The Company does not expect any material changes in unrecognized tax benefits over the next twelve months, with no income taxes reflected in the financial statements[56] - The Company does not expect any recently issued accounting standards to have a material effect on its financial statements[124] Management and Governance - Management evaluated the effectiveness of disclosure controls and procedures as of September 30, 2024, concluding they were effective at a reasonable assurance level[127] - The report includes certifications from the Chief Executive Officer and Chief Financial Officer as required by the Sarbanes-Oxley Act[142] - The report was signed by Claudius Tsang, Chief Executive Officer and Chief Financial Officer, on December 20, 2024[147]
Alpha Capital Acquisition Company(ASPCU) - Prospectus(update)
2024-11-05 22:21
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 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) The ...
Alpha Capital Acquisition Company(ASPCU) - Prospectus(update)
2024-10-25 10:01
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 ...
A SPAC III Acquisition Corp.(ASPC) - Prospectus
2024-10-01 10:06
As filed with the U.S. Securities and Exchange Commission on September 30, 2024. Registration No. 333-[·] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 A SPAC III Acquisition Corp. (Exact name of registrant as specified in its charter) (Primary Standard Industrial Classification Code Number) British Virgin Islands 6770 N/A (I.R.S. Employer Identification Number) The Sun's Group Center, 29th Floor, 200 Gloucester Road, ...