ASPAC III Acquisition Corp. Files 8-K

TL;DR

ASPAC III Acquisition Corp. filed an 8-K on Dec 31, 2024, for material agreements and financials.

AI Summary

ASPAC III Acquisition Corp. filed an 8-K on December 31, 2024, reporting on a material definitive agreement and financial statements. The company, formerly known as SPAC III Acquisition Corp., is incorporated in the British Virgin Islands and operates in the blank checks sector.

Why It Matters

This filing indicates a significant corporate event or financial update for ASPAC III Acquisition Corp., requiring investor attention.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not inherently present new risks.

Key Players & Entities

• ASPAC III Acquisition Corp. (company) — Registrant
• SPAC III Acquisition Corp. (company) — Former company name
• December 31, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $300,000,000 — holders of equity awards of HD Group is $300,000,000, which will be paid entirely in stock,
• $10.00 — y shares of the Purchaser at a price of $10.00 per share, or equity awards with respec

Filing Documents

• ea0226155-8k425_aspac3.htm (8-K) — 76KB
• ea022615501ex10-1_aspac3.htm (EX-10.1) — 454KB
• 0001213900-24-113961.txt ( ) — 861KB
• aspcu-20241231.xsd (EX-101.SCH) — 4KB
• aspcu-20241231_def.xml (EX-101.DEF) — 27KB
• aspcu-20241231_lab.xml (EX-101.LAB) — 37KB
• aspcu-20241231_pre.xml (EX-101.PRE) — 25KB
• ea0226155-8k425_aspac3_htm.xml (XML) — 7KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. On December 31, 2024, A SPAC III Acquisition Corp. (the "Company" or the "Parent") announced that it executed an Agreement with HDEducation Group Limited ("HD Group") as further described below (the "Agreement"). HD Group is headquartered in Anji County, China, and is a comprehensive service platform for students pursuing university education globally. The Agreement is intended to express a mutual indication of interest, reflects additional terms negotiated, and remains subject, in all respect, to the execution of definitive agreements ("Definitive Agreements"). The Agreement provides the following terms, which are subject to the execution of definitive agreements in all respects: Reincorporation Merger Upon the closing of the transactions contemplated in the Agreement, the Parent will be merged with and into a to-be-formed British Virgin Islands Exempt Company formed for the sole purpose of this transaction (the "Purchaser"), the separate corporate existence of the Parent will cease and Purchaser will continue as the surviving corporation (the " Reincorporation Merger "). In connection with the Reincorporation Merger, each of the Parent's issued and outstanding shares will be converted into an equivalent share of Purchaser: Each Parent's ordinary share will be converted automatically into one corresponding share of Purchaser's ordinary share (e.g., Parent Class A Ordinary Share into Purchaser Class A Ordinary Share); Each right convertible into one-tenth (1/10) of one Parent's Class A Ordinary Share shall be converted automatically into one-tenth (1/10) of one Purchaser's Class A Ordinary Share, in accordance with the terms thereof; Each Parent's unit shall be separated automatically into its constituent securities, which shall be converted automatically into securities of the Purchaser in accordance with the above (e.g. Parent Unit into Purchaser Class A Ordinary share and one-tenth (1/10) of one Purch

Forward-Looking Statements

Forward-Looking Statements Certain "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability of the Company to enter into a definitive agreement with respect to an initial business combination within the time provided in the Company's amended and restated memorandum and articles of association; performance of the potential target company's business; the risk that the approval of the shareholders of the Company for the Potential Business Combination is not obtained; failure to realize the anticipated benefits of the Potential Business Combination, including as a result of a delay in consummating the Potential Business Combination; the level of redemptions made by the Company's shareholders and its impact on the amount of funds available in the Company's trust account to complete an initial business combination; and those factors discussed in the Annual Report under the heading "Risk Factors," and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as req

01 Financial Statements and

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1 Agreement dated December 31, 2024 by and among A SPAC III Acquisition Corp. and HDEducation Group Limited. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5 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: December 31, 2024 By: /s/ Claudius Tsang Name: Claudius Tsang Title: Chief Executive Officer and Chief Financial Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR