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  4. [8-K] ASPAC III Acquisition Corp. Reports Material Event

A SPAC III (ASPC) receives Nasdaq notice over sub-$2.5M equity level

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

A SPAC III Acquisition Corp. reported that Nasdaq has notified the company it no longer meets the exchange’s stockholders’ equity standard for listing. The Form 10-Q for the quarter ended March 31, 2026 showed equity below the $2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1).

The company has 45 calendar days from the May 20, 2026 notice to submit a plan to regain compliance, and Nasdaq may grant up to 180 calendar days from that date to demonstrate compliance if the plan is accepted. The company is preparing a compliance plan but states there is no assurance it will be able to regain compliance or that Nasdaq will accept its plan.

Positive

  • None.

Negative

  • Nasdaq equity deficiency notice: A SPAC III Acquisition Corp. no longer satisfies Nasdaq Listing Rule 5550(b)(1) because stockholders’ equity reported as of March 31, 2026 was below the $2,500,000 minimum, creating a risk of suspension or delisting if compliance is not regained.

Insights

Nasdaq equity deficiency raises delisting risk for A SPAC III.

A SPAC III Acquisition Corp. has fallen below Nasdaq’s required $2,500,000 stockholders’ equity threshold under Listing Rule 5550(b)(1), based on its Form 10-Q for the quarter ended March 31, 2026. This triggers a formal deficiency notice from The Nasdaq Capital Market.

The company has 45 calendar days from the May 20, 2026 letter to submit a remediation plan. If Nasdaq accepts it, the company could have up to 180 calendar days from that date to prove compliance. Failure to regain compliance may ultimately result in suspension or delisting from Nasdaq.

Management indicates it is working on a compliance plan, but explicitly notes there is no assurance it can restore equity to the required level or that Nasdaq will accept its proposal. Future company disclosures will clarify whether the plan is accepted and if the listing is maintained.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Nasdaq minimum stockholders’ equity $2,500,000 Required under Nasdaq Listing Rule 5550(b)(1) for continued listing
Plan submission window 45 calendar days Time from May 20, 2026 Nasdaq letter to submit compliance plan
Maximum extension period 180 calendar days Maximum period from May 20, 2026 for Nasdaq to allow company to evidence compliance, if plan accepted
Quarter referenced Quarter ended March 31, 2026 Form 10-Q used by Nasdaq to assess stockholders’ equity level
Nasdaq Listing Rule 5550(b)(1) regulatory
"required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1)"
Minimum Stockholders’ Equity Requirement financial
"below the minimum of $2,500,000 stockholders’ equity (the “Minimum Stockholders’ Equity Requirement”)"
The Nasdaq Capital Market market
"continued listing rules on The Nasdaq Capital Market"
A tier of the Nasdaq stock exchange that hosts smaller or early-stage public companies that meet defined listing standards for size, share price and governance. Think of it as a particular shelf in a store for emerging brands: it gives investors a centralized place to find and trade these stocks while signaling that the companies meet basic regulatory and financial rules. Investors watch it for growth opportunities and higher volatility compared with larger markets.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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

 

May 20, 2026

Date of Report (Date of earliest event reported)

 

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)   (I.R.S. Employer
Identification No.)

 

The Sun’s Group Center
29th Floor, 200 Gloucester Road
Wan Chai
Hong Kong		   n/a
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +1 702 287 9776

 

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
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units   ASPCU   The Nasdaq Stock Market LLC
Class A ordinary shares, no par value   ASPC   The Nasdaq Stock Market LLC
Rights   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On May 20, 2026, A SPAC III Acquisition Corp. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), which stated that because the stockholders’ equity of the Company reported on its Form 10-Q for the fiscal quarter ended March 31, 2026 was below the minimum of $2,500,000 stockholders’ equity (the “Minimum Stockholders’ Equity Requirement”) required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1), the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Capital Market. In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the letter to evidence compliance. The Company is currently working on a compliance plan and plans to submit it to Nasdaq within the specified period. There is no assurance that the Company will be able to regain compliance with the Minimum Shareholders’ Equity Requirement or that its compliance plan will be accepted by Nasdaq.

 

 

 

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: May 27, 2026 By: /s/ Claudius Tsang
  Name:  Claudius Tsang
  Title: Chief Executive Officer and
Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq rule did A SPAC III Acquisition Corp. (ASPC) fail to meet?

A SPAC III failed to meet Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market. Its Form 10-Q for March 31, 2026 reported equity below this threshold.

Why did Nasdaq send A SPAC III Acquisition Corp. (ASPC) a deficiency notice?

Nasdaq sent the notice because A SPAC III’s stockholders’ equity, as reported on its March 31, 2026 Form 10-Q, fell below the $2,500,000 minimum required for continued listing. This shortfall means the company no longer complies with Nasdaq’s equity-based listing standard.

How long does A SPAC III Acquisition Corp. (ASPC) have to regain Nasdaq compliance?

The company has 45 calendar days from Nasdaq’s May 20, 2026 letter to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 calendar days from that letter date for A SPAC III to demonstrate renewed compliance.

What happens if A SPAC III Acquisition Corp. (ASPC) cannot regain Nasdaq compliance?

If A SPAC III does not regain compliance with the $2,500,000 stockholders’ equity requirement, Nasdaq may ultimately move toward suspending or delisting its securities from The Nasdaq Capital Market. The company notes there is no assurance it will successfully regain compliance.

Is A SPAC III Acquisition Corp. (ASPC) working on a plan to meet Nasdaq’s equity requirement?

Yes. The company states it is currently working on a compliance plan and intends to submit it to Nasdaq within the 45-day window from the May 20, 2026 notice. However, it cautions there is no assurance the plan will be accepted.

Filing Exhibits & Attachments

4 documents

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