UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~Report~~report (Date of earliest event reported): December 23, ~~2021~~ 2022

Ascendant Digital Acquisition Corp. III

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41036		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

667 Madison Avenue


667 Madison Avenue, 5th Floor
New York, New York		10065
(Address of principal executive offices)		(Zip Code)

~~5th~~(212) ~~Floor~~ 209-6126

~~New~~(Registrant’s ~~York~~telephone number, ~~New York~~including ~~10065~~area code)

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 209-6126

Not Applicable

(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 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	ACDI.U	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	ACDI.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 par value	ACDI	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	ACDI	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	ACDI WS	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50	ACDI WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 23, ~~2021~~2022, ~~Ascendant~~the ~~Digital~~New ~~Acquisition~~York ~~Corp.~~Stock ~~III~~Exchange (the “~~Company~~NYSE”) ~~issued~~notified aAscendant ~~press~~Digital ~~release~~Acquisition Corp. III, a ~~copy~~Cayman ofIslands ~~which~~exempted iscompany ~~attached~~(the ~~as Exhibit~~“Company”), ~~99.1~~and topublicly ~~this~~announced, ~~Current~~that ~~Report~~the onNYSE ~~Form 8-K, announcing~~determined ~~that~~to ~~the~~commence ~~holders~~proceedings ofto delist the Company’s ~~units~~warrants, ~~(the~~each ~~“Units”)~~whole ~~may~~warrant ~~elect~~exercisable to ~~separately~~purchase ~~trade~~one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), ~~and~~at ~~warrants~~a ~~(the~~price ~~“Warrants”)~~of ~~included~~$11.50 inper ~~the Units commencing on or about December 31~~share, ~~2021. Each Unit consists of one Class A Ordinary Share~~ and ~~one-half of~~ ~~one~~listed ~~redeemable Warrant~~ to ~~purchase one Class A Ordinary Share. Any Units not separated will continue to~~ trade on ~~the New York Stock Exchange (the “~~NYSE”) under the symbol “ACDI.U WS”, ~~and~~ (the ~~Class A Ordinary Shares and~~ “Warrants”), ~~will~~from ~~separately trade on~~ the NYSE ~~under the symbols “ACDI”~~ and ~~“ACDI~~that ~~WS”,~~trading ~~respectively.~~in Nothe ~~fractional~~ Warrants ~~will~~would be ~~issued~~suspended ~~upon~~immediately, ~~separation~~due ofto ~~the~~“abnormally ~~Units~~low” ~~and only~~trading ~~whole~~price ~~Warrants~~levels ~~will~~pursuant ~~trade. Holders of Units will need~~ to ~~have their brokers contact Continental Stock Transfer~~Section &802.01D ~~Trust~~of ~~Company,~~ the ~~Company’s~~NYSE ~~transfer~~Listed ~~agent,~~Company ~~in order to separate the Units into Class A Ordinary Shares and Warrants~~Manual.

~~Item~~Trading ~~9.01~~in ~~Financial~~the ~~Statements~~Company’s Class A Ordinary Shares and ~~Exhibits~~units will continue on the NYSE.

~~(d) Exhibits~~ SIGNATURE

~~EXHIBIT~~Pursuant ~~INDEX~~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.

ExhibitNo.		Description
99.1		Press Release, dated December 23, 2021.


ASCENDANT DIGITAL ACQUISITION CORP. III

By:	/s/ Mark Gerhard
	Name:	Mark Gerhard
	Title:	Chief Executive Officer

~~SIGNATURE~~Date: December 27, 2022

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.

ASCENDANT DIGITAL ACQUISITION CORP. III By: /s/ Mark Gerhard Name: Mark Gerhard Title: Chief Executive Officer

Dated: December 23, 2021

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