A SPAC III Acquisition Corp’s major associated investors report no ownership of its Class A ordinary shares. ATW SPAC Management LLC, Kerry Propper and Antonio Ruiz-Gimenez each report beneficial ownership of 0 shares, or 0.0% of the class, as of 12/31/2025.
They also report no sole or shared voting or dispositive power over any shares and state they now own 5 percent or less of the class. The signatories certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
A SPAC III Acquisition Corp. entered into an exchange agreement with its sponsor under which the sponsor transferred 1,499,900 Class B ordinary shares to the company in exchange for 1,499,900 newly issued Class A ordinary shares. These new Class A shares carry the same restrictions that applied to the Class B shares, including transfer limits, waiver of redemption rights and an obligation to vote in favor of an initial business combination as described in the IPO prospectus. After this share exchange, the company has 2,337,481 Class A shares and 100 Class B shares outstanding, and the sponsor holds approximately 76.4% of the outstanding Class A shares. The 1,499,900 Class A shares were issued as unregistered equity securities in reliance on the exemption in Section 3(a)(9) of the Securities Act of 1933.