A SPAC III Acquisition Corp.(US:ASPC)2024-12-20 21:00Financial 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].