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.
A SPAC III Acquisition Corp. is a British Virgin Islands blank-check company formed to complete a business combination. The company completed an IPO selling 6,000,000 Units for gross proceeds of $60,000,000, and placed $61,624,847 in a Trust Account invested in government-money-market instruments. As of June 30, 2025 the company held $1,068,509 in cash outside the Trust Account and reported $1,294,055 of interest income for the six months, producing net income of $793,141 for the period.
The company entered a Merger Agreement on May 23, 2025 to acquire Bioserica with aggregate stock consideration of $217,860,000. The previously contemplated HD Group agreement (aggregate consideration $300,000,000) was mutually terminated May 21, 2025. Management discloses substantial doubt about the company’s ability to continue as a going concern if it cannot complete a business combination by November 12, 2025.
Mizuho Financial Group reports a material passive stake in A SPAC III Acquisition Corp. The filing discloses beneficial ownership of 576,300 common shares, representing 8.8% of the class, with sole voting and dispositive power over those shares. The statement is filed as a Schedule 13G/A and notes parent holding company status, explaining that certain subsidiaries (including a securities affiliate) may be indirect beneficial owners of the securities held by the subsidiary. The certification in the filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
W.R. Berkley Corporation and Berkley Insurance Company each report beneficial ownership of 515,570 Class A ordinary shares of A SPAC III Acquisition Corp., representing 7.9% of the Class A shares based on the issuer's publicly reported 6,555,000 shares outstanding as of May 9, 2025. The filers disclose no sole voting or dispositive power and report shared voting and shared dispositive power over the 515,570 shares, indicating coordinated or shared control of voting and disposition rights rather than individual control.
The filing indicates the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. An exhibit (Exhibit 99.1) is referenced for subsidiary identification but is not included in the body of this filing.