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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
March 30, 2026
Date of Report (Date of earliest event reported)
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) |
|
(I.R.S. Employer
Identification No.) |
The Sun’s Group Center
29th Floor, 200 Gloucester Road
Wan Chai
Hong Kong |
|
n/a |
| (Address of Principal Executive Offices) |
|
(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 |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units |
|
ASPCU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, no par value |
|
ASPC |
|
The Nasdaq Stock Market LLC |
| Rights |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01. Other Events.
On March 30, 2026, A
SPAC III Acquisition Corp. made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2025, which
is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
A SPAC III Acquisition Corp PFIC Annual Statement — Class A. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
| |
|
| Dated: March 30, 2026 |
By: |
/s/ Claudius Tsang |
| |
Name: |
Claudius Tsang |
| |
Title: |
Chief Executive Officer and
Chief Financial Officer |
Exhibit 99.1
A SPAC III Acquisition Corp.
PFIC Annual Information Statement
This statement is provided to shareholders
of A SPAC III Acquisition Corp. (the “Company”) who are United States persons for purposes of the U.S. Internal Revenue Code
of 1986, as amended (the “Code”), and who may be required to file U.S. federal income tax returns. This statement is intended
solely to assist such shareholders (“Shareholders”) in determining the U.S. federal income tax consequences of their investment
in the Company.
Based on the Company’s financial
information for the taxable year beginning January 1, 2025 and ending December 31, 2025, the Company believes that it may be treated as
a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for such taxable year. The following information
is provided to allow a Shareholder of the Company to make an election under Section 1295 of the Internal Revenue Code to treat the Company
as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes.
A QEF election, if made, must be made
by the Shareholder and cannot be made by the Company on behalf of any Shareholder. The PFIC rules are complex and may have significant
tax consequences. Shareholders are strongly encouraged to consult their own tax advisors regarding the application of the PFIC rules and
the advisability of making a QEF election with respect to their investment in the Company.
| (1) | This PFIC Annual Information Statement applies to the Company’s taxable year |
| |
Beginning |
1/1/2025 |
| |
Ending |
12/31/2025 |
| (2) | The Shareholder’s per-share, per-day ordinary earnings and net capital gain information is provided below. |
Due to significant
changes in the number of shares outstanding during the taxable year as a result of shareholder redemptions, the Company has determined
per-share, per-day amounts using a time-segmented methodology that reflects the actual number of shares outstanding during each relevant
period.
Segment 1: January 1, 2025 – October
26, 2025
Days: 300
Shares outstanding (Class A and Class B combined):
8,055,000
| Entity Name | |
Ordinary Earnings (US$) | |
Net Capital Gains (US$) |
| A SPAC III Acquisition Corp. | |
0.000616487 | |
NONE |
Segment 2: October 27, 2025 – December 31, 2025
Days:
65
Shares
outstanding (Class A and Class B combined): 2,337,581
| Entity Name | |
Ordinary Earnings (US$) | |
Net Capital Gains (US$) |
| A SPAC III Acquisition Corp. | |
0.002124334 | |
NONE |
We recommend that all U.S. taxpayers consult a tax advisor
concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements
| (3) | The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the Shareholder during
the Company’s taxable period specified in paragraph (1) is as follows: |
| |
Cash: |
NONE |
| |
Fair Market Value of Other Property: |
NONE |
The Company’s redemption of shares is generally treated
as a disposition for U.S. federal income tax purposes. Shareholders should consult their tax advisors regarding the calculation of gain
or loss.
| (4) | The Company will permit the Shareholder to inspect and copy the Company’s permanent books of account, records, and such other
documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided
in Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts
and the Shareholder’s pro rata share thereof. |
| |
A SPAC III Acquisition Corp. |
| |
|
| Date: March 30, 2026 |
By: |
/s/ Claudius Tsang |
| |
|
| |
Title: |
Chief Executive Officer |
Additional Information
The following additional information is supplied to enable
the Shareholder to complete IRS Form 8621:
| Address of the PFIC: |
The Sun’s Group Center, |
| |
29th Floor, |
| |
200 Gloucester Road, |
| |
Wan Chai, Hong Kong |
| |
|
| Taxpayer Identification Number: |
N/A |
| Country of Incorporation: |
British Virgin Islands |
| Date of Incorporation: |
September 3, 2021 |
