Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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A SPAC III Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares, no par value (Title of Class of Securities) |
G0544A103 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G0544A103 |
| 1 | Names of Reporting Persons
A SPAC III (Holdings) Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
22.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The 1,780,000 shares referred to in Rows 5, 7, and 9 includes both the Issuer's Class B ordinary shares with no par value ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares with no part value ("Class A Ordinary Shares") immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities " in the Issuer's Registration Statement on Form S-1 (File No. 333-282428). Claudius Tsang is the sole director of A SPAC III (Holdings) Corp. and has voting and investment discretion with respect to the securities held of record by A SPAC III (Holdings) Corp. The percentage in Row 11 is based on 6,555,000 Class A ordinary shares, including Class A ordinary shares underlying the units, and 1,500,000 Class B ordinary shares issued and outstanding as of November 18, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 19, 2024.
SCHEDULE 13G
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| CUSIP No. | G0544A103 |
| 1 | Names of Reporting Persons
Claudius Tsang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,780,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
22.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 1,780,000 shares referred to in Rows 5, 7, and 9 includes both the Issuer's Class B ordinary shares with no par value ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares with no part value ("Class A Ordinary Shares") immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities " in the Issuer's Registration Statement on Form S-1 (File No. 333-282428). Claudius Tsang is the sole director of A SPAC III (Holdings) Corp. and has voting and investment discretion with respect to the securities held of record by A SPAC III (Holdings) Corp. The percentage in Row 11 is based on 6,555,000 Class A ordinary shares, including Class A ordinary shares underlying the units, and 1,500,000 Class B ordinary shares issued and outstanding as of November 18, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 19, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
A SPAC III Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
The Sun's Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong | |
| Item 2. | ||
| (a) | Name of person filing:
A SPAC III (Holdings) Corp. and Claudius Tsang (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The Sun's Group Center, 29th Floor, 200 Gloucester Road, Wan Chai, Hong Kong | |
| (c) | Citizenship:
A SPAC III (Holdings) Corp. is a British Virgin Islands company. Claudius Tsang is a citizen of Hong Kong SAR. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, no par value | |
| (e) | CUSIP No.:
G0544A103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of December 31, 2024, the Reporting Persons may be deemed to beneficially own 1,780,000 of the Issuer's Class A and Class B Ordinary Shares. A SPAC III (Holdings) Corp. is the record holder of the ordinary shares reported herein. Claudius Tsang is the sole director of A SPAC III (Holdings) Corp. and has voting and investment discretion with respect to the securities held of record by A SPAC III (Holdings) Corp., and may be deemed the beneficial owner of the securities held by A SPAC III (Holdings) Corp., and has voting and investment discretion with respect to such securities. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. | |
| (b) | Percent of class:
The 1,780,000 of the Issuer's Class A and Class B Ordinary Shares owned by the Reporting Persons constitute 22.1% of the total number of Class A and Class B Ordinary Shares issued and outstanding, assuming the conversion of all issued and outstanding Class B Ordinary Shares of the Issuer. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination on a one-for-one basis and may be converted at any time prior to the Business Combination at the option of the holder on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities " in the Issuer's Registration Statement on Form S-1 (File No. 333-282428). The percentage of the total ordinary shares held is based on 6,555,000 Class A ordinary shares, including Class A ordinary shares underlying the units, and 1,500,000 Class B ordinary shares issued and outstanding as of November 18, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 19, 2024, assuming the conversion of all Class B Ordinary Shares. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
A SPAC III (Holdings) Corp.: 1,780,000 Claudius Tsang: 1,780,000 | ||
| (ii) Shared power to vote or to direct the vote:
A SPAC III (Holdings) Corp.: 0 Claudius Tsang: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
A SPAC III (Holdings) Corp.: 1,780,000 Claudius Tsang: 1,780,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
A SPAC III (Holdings) Corp.: 0 Claudius Tsang: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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EXHIBIT LISTExhibit A Joint Filing Agreement, dated as of February 14, 2025. |