ASPC shareholders approve charter change; 4,178,733 votes FOR

Rhea-AI Filing Summary

A SPAC III Acquisition Corp. (ASPC) amended its charter to extend the deadline to complete a business combination by 12 months, moving from November 12, 2025 to November 12, 2026, effective October 27, 2025.

Shareholders approved the charter amendment at an extraordinary general meeting on October 27, 2025. Votes cast were 4,178,733 FOR and 2,934,951 AGAINST. As of the October 6, 2025 record date, 8,055,000 ordinary shares were outstanding, and 7,113,684 shares were voted, representing 88.31% of outstanding shares.

An aggregate of 5,717,419 ordinary shares were tendered for redemption in connection with the meeting. Separately, on October 25, 2025, the Sponsor agreed to transfer 100,000 Class B ordinary shares after the consummation of an initial business combination to an unaffiliated third party in exchange for that party voting 621,084 Class A ordinary shares in favor of the amendment.

Insights

SPAC governance and capital markets analyst

Charter extension approved; sizable redemptions; sponsor voting deal.

A SPAC III Acquisition Corp. obtained shareholder approval to extend its business combination deadline to November 12, 2026. The vote tally was 4,178,733 FOR and 2,934,951 AGAINST, with 7,113,684 shares voting (88.31%) as of a 8,055,000-share record date. This keeps the vehicle active under the amended charter.

Redemptions totaled 5,717,419 ordinary shares in connection with the meeting. In SPACs, redemptions typically reduce the public float and the cash held for a future transaction; the practical impact depends on trust balances and any replacement capital, which are not detailed here.

On October 25, 2025, the Sponsor agreed to transfer 100,000 Class B shares after a business combination to a third party in exchange for that party voting 621,084 Class A shares in favor of the amendment. The transfer is conditioned on completion timing tied to the initial business combination.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 27, 2025

A SPAC III Acquisition Corp.

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-42401		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

The Sun’s Group Center,

29^th Floor, 200 Gloucester Road

Wan Chai

Hong Kong

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +852 95833199

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share		ASPCU		The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units		ASPC		The Nasdaq Stock Market LLC
Rights included as part of the units		ASPCR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described below under Item 5.07 of this Current Report on Form 8-K, A SPAC III Acquisition Corp. (the “Company”) held its extraordinary general meeting on October 27, 2025 (the “EGM”) at which the shareholders voted on the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to allow the Company to extend the date by which it has to consummate a business combination for an additional twelve (12) months from November 12, 2025 to November 12, 2026 (the “Charter Amendment Proposal”). Shortly after the EGM, the Company filed the Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the Amended Charter which is effective on October 27, 2025, the Company has up to 24 months from its initial public offering (i.e., until November 12, 2026) to consummate an initial business combination. A copy of the Amended Charter is filed as Exhibit 3.1 to this Current Report. The foregoing summary of the Amended Charter is subject to, and qualified in its entirely by, such document.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 27, 2025 at 10:00 a.m. Eastern Time, the Company held its EGM at which the shareholders voted on the Charter Amendment Proposal with details set forth in the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on October 10, 2025 and first mailed by the Company to its shareholders on or about October 10, 2025 (the “Proxy Statement”).

As of October 6, 2025, the record date for the EGM, there were 8,055,000 ordinary shares outstanding and entitled to vote. At the EGM, there were 7,113,684 ordinary shares voted by proxy or in person, representing 88.31% of the total number of outstanding ordinary shares as of the record date, and constituting a quorum for the transaction of business. The shareholders approved the Charter Amendment Proposal at the EGM. The Charter Amendment Proposal is described in more detail in the Proxy Statement.

A summary of the voting results at the EGM is set forth below:

1. Proposal No. 1 — The Charter Amendment Proposal

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,178,733		2,934,951		0		0

Redemption of Ordinary Shares

An aggregate of 5,717,419 ordinary shares were tendered for redemption in connection with the EGM.

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Item 8.01. Other Events.

On October 25, 2025, A SPAC III (Holdings) Corp. (the “Sponsor”) entered into an assignment of economic interest agreement (the “Assignment of Economic Interest Agreement”) with an unaffiliated third party. In exchange for such third party agreeing to vote 621,084 shares of the Company’s Class A ordinary shares sold in its initial public offering in favor of the Charter Amendment Proposal, the Sponsor agreed to transfer to such third party or third parties an aggregate of 100,000 shares of the Company’s Class B ordinary shares held by the Sponsor immediately following the release or expiration of any transfer restrictions after the consummation of an initial business combination.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1		Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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.
	By:	/s/ Claudius Tsang
	Name:	Claudius Tsang
	Title:	Chief Executive Officer
Dated: October 27, 2025

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FAQ

What did A SPAC III (ASPC) shareholders approve on October 27, 2025?

They approved a charter amendment extending the deadline to complete a business combination from November 12, 2025 to November 12, 2026.

How many A SPAC III shares were redeemed at the EGM?

An aggregate of 5,717,419 ordinary shares were tendered for redemption in connection with the meeting.

What were the A SPAC III vote totals for the charter amendment?

FOR: 4,178,733; AGAINST: 2,934,951; Abstain and broker non-votes were 0.

How many A SPAC III shares were outstanding as of the record date?

As of October 6, 2025, there were 8,055,000 ordinary shares outstanding and entitled to vote.

What was the meeting participation at A SPAC III’s EGM?

7,113,684 ordinary shares were voted in person or by proxy, representing 88.31% of shares outstanding as of the record date.

What agreement did the Sponsor enter into before the vote?

On October 25, 2025, the Sponsor agreed to transfer 100,000 Class B shares after an initial business combination in exchange for a third party voting 621,084 Class A shares in favor of the amendment.

What are A SPAC III’s Nasdaq tickers?

Units: ASPCU; Class A ordinary shares: ASPC; Rights: ASPCR.