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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 19, 2026
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,
29th
Floor, 200 Gloucester Road
Wan Chai
Hong Kong
(Address of principal executive offices, including
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 (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, 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 19, 2026 (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 twenty-four (24) months from November 12, 2026 to November 12, 2028 (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 20, 2026, the Company has up to 48 months from its initial public offering (i.e., until November 12, 2028) 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 entirety by, such document.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On October 19, 2026 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 September 28, 2026 and first mailed
by the Company to its shareholders on or about September 28, 2026 (the “Proxy Statement”).
As of September 22, 2026,
the record date for the EGM, there were 2,337,581 ordinary shares outstanding and entitled to vote. At the EGM, there were 2,146,309 ordinary
shares voted by proxy or in person, representing 91.82% 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 |
| 2,139,817 |
|
6,491 |
|
1 |
|
0 |
Redemption of Ordinary
Shares
An aggregate of 8,093 ordinary shares were tendered
for redemption in connection with the EGM.
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). |
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 20, 2026 |
|
|
