Overview

A SPAC III (Holdings) Corp. is a blank check company incorporated in the British Virgin Islands on September 3, 2021. The company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

The company expects to continue to incur significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a business combination will be successful.

Recent Developments

On November 12, 2024, the company consummated its Initial Public Offering (IPO) and sold 5,500,000 Units, each consisting of one Class A ordinary share and one Right to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per unit, generating gross proceeds of $55,000,000.

Simultaneously with the IPO, the company consummated the Private Placement of 280,000 Private Placement Units. Subsequently, on November 15, 2024, the underwriters notified the company of their election to partially exercise the over-allotment option, resulting in the issuance of an additional 500,000 Over-Allotment Option Units on November 19, 2024. An additional 5,000 Private Placement Units were also sold on November 19, 2024.

In connection with the IPO and Over-Allotment Option, the company issued 270,000 Class A ordinary shares to the underwriter’s representative, Maxim Group LLC, for no consideration.

Upon closing of the transactions, a total of $60,000,000 was placed in the Trust Account, with $1,888,753 held outside the Trust Account for working capital purposes. Total transaction costs amounted to $1,600,217.

Results of Operations

The company has not engaged in any operations or generated any revenues to date. Its activities from September 3, 2021 (inception) through September 30, 2024 were limited to organizational activities and those necessary to prepare for and consummate the IPO.

The company expects to generate non-operating income in the form of interest income on marketable securities held in the Trust Account, and to incur expenses as a result of being a public company and in connection with searching for and completing a business combination.

For the three and nine months ended September 30, 2024, the company had a net loss of $38,778 and $46,778, respectively, all of which consisted of formation and operating expenses. The company did not incur any expenses for the three and nine months ended September 30, 2023.

Liquidity and Capital Resources

Prior to the IPO, the company’s liquidity needs were satisfied through a $25,000 payment from the Sponsor for the Founder Shares and a $244,603 loan under an unsecured promissory note from the Sponsor.

Upon closing of the IPO, the Private Placement, and the sale of the Over-Allotment Option Units, a total of $60,000,000 was placed in the Trust Account, with $1,888,753 held outside the Trust Account for working capital purposes.

As of September 30, 2024, the company had no cash available for working capital needs. The company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform due diligence, and consummate a business combination.

The company may need to obtain additional financing to complete a business combination or to meet its obligations if cash on hand is insufficient. The company’s management has determined that the conditions raise substantial doubt about the company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements and Contractual Obligations

The company has no off-balance sheet arrangements as of September 30, 2024. The company’s contractual obligations include registration rights for the holders of Founder Shares, Private Placement Units, and units that may be issued on conversion of Working Capital Loans, as well as an underwriting agreement with Maxim Group LLC.

Critical Accounting Policies

The company’s critical accounting policies include the treatment of Class A ordinary shares subject to possible redemption, the calculation of net income (loss) per share, the accounting for offering costs, and the adoption of recent accounting standards.

In summary, A SPAC III (Holdings) Corp. is a newly formed blank check company that has completed its IPO and is now focused on identifying and completing a business combination. The company has significant costs and liquidity challenges ahead, but is working to address these issues and move forward with its acquisition plans.