ASPAC III Acquisition (ASPC) risk factors, FY2024 10-K

Other

1. 01Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the Private Placement of an aggregate 280,000 Private Placement Units
2. 02Total transaction costs related to the offering amounted to $1,600,217 consisting of $600,000 of cash underwriting commissions which was paid in cash at the closing date of the IPO and the sale of the Over-Allotment Option Units, $675,000 fair value of the Representative Shares, and $325,217 of other offering costs
3. 03Liquidity and Capital Resources
4. 04The Private Placement Units, Private Placement Shares, Private Placement Rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by the Sponsor until after the completion of the Company’s initial Business Combination, except to permitted transferees
5. 05As of December 31, 2024, the Company had $1,598,890 of cash on hand and working capital of $1,200,865
6. 06Off-Balance Sheet Financing Arrangements
7. 07Critical Accounting Policies and Estimates
8. 08Class A Ordinary Shares Subject to Possible Redemption
9. 09Net Income (Loss) per Share
10. 10Recent Accounting Standards
11. 11Evaluation of Disclosure Controls and Procedures
12. 12Management’s Report on Internal Controls Over Financial Reporting
13. 13Changes in Internal Control over Financial Reporting
14. 14ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
15. 15Pang Wai Yuen Marvin 59 Independent Director
16. 16Number, Terms of Office and Election of Officers and Directors
17. 17Committees of the Board of Directors
18. 18The conflicts described above may not be resolved in our favor
19. 19Pang Wai Yuen Marvin iFree Group (Hong Kong) Limited Smart Retail Technology Director – Corporate Finance
20. 20Section 16(a) Beneficial Ownership Reporting Compliance
21. 21Executive Officers and Director Compensation
22. 22ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
23. 23(4) A SPAC III (Holdings) Corp intends to transfer 20,000 shares to each of the independent non-executive directors at the consummation of an initial business combination
24. 24Promissory Note — Related Party
25. 25We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy
26. 26These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
27. 27Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
28. 28ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
29. 29Item 15. Exhibits, Financial Statement Schedules
30. 30Report of Independent Registered Public Accounting Firm (PCAOB Firm # 1171) F-2
31. 31Notes to Financial Statements F-7
32. 321.1 Underwriting Agreement, dated November 8, 2024, by and between the Company and Maxim (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024)
33. 334.3 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 1, 2024)
34. 3410.2 Investment Management Trust Agreement, dated November 8, 2024, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024)
35. 3510.4 A Private Placement Unit Purchase Agreement, dated November 8, 2024, by and between the Company and A SPAC III (Holdings) Corp. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2024)
36. 36104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
37. 37Opinion on the Financial Statements
38. 38Substantial Doubt about the Company’s Ability to Continue as a Going Concern
39. 39Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2024 and 2023
40. 40Total Liabilities, Shares Subject to Redemption and Shareholders’ Equity (Deficit) $ 62,075,158 $
41. 41Loss from Operations (587,106 ) (2,650 )
42. 42Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption $ (0.38 ) $ (0.00 )
43. 43Balance as of December 31, 2023 1,581,250 $ — $ 25,000 $ (165,576 ) $ (140,576 )
44. 44Interest earned on marketable securities held in Trust Account (356,959 )
45. 45Net Cash Used in Operating Activities (473,887 )
46. 46Net Cash Used in Investing Activities (60,000,000 )
47. 47Cash, End of Year $ 1,598,890 $
48. 48Note 1 — Description of Organization and Business Operations
49. 49The Company’s Sponsor is A SPAC III (Holdings) Corp., a British Virgin Islands company (the “Sponsor”)
50. 50In connection with the IPO and issuance and sales of the Over-Allotment Option Units, the Company issued to Maxim Group LLC, (“Maxim”), an aggregate of 270,000 Class A ordinary shares for no consideration (the “Representative Shares”)
51. 51As of December 31, 2024, the Company had $1,598,890 in cash and working capital of $1,200,865
52. 52Cash and Cash Equivalents
53. 53Offering Costs Associated with Initial Public Offering
54. 54The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature
55. 55Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities
56. 56Investments Held in Trust Account
57. 57Gross proceeds from IPO $ 60,000,000
58. 58Net Loss Per Ordinary Share
59. 59Basic and diluted net loss per ordinary share
60. 60Concentration of Credit Risk
61. 61Recent Accounting Pronouncements
62. 62Note 3 — Initial Public Offering
63. 63Note 4 — Private Placement
64. 64Class A Ordinary Shares — The Company is authorized to issue a total of 100,000,000 Class A ordinary shares with no par value. As of December 31, 2024 and 2023, there were 550,000 and nil Class A ordinary shares outstanding, excluding 6,000,000 and 0 Class A ordinary shares subject to possible redemption, respectively
65. 65Note 8 — Fair Value Measurements
66. 66Note 9 — Subsequent Events