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

Date of report (Date of earliest event reported): ~~December~~January 2331, ~~2022~~2023

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)

(I.R.S. Employer

Identification No.)

667 Madison Avenue, 5th Floor

New York, New York

10065

(Address of principal executive offices)

(Zip Code)

(212) 209-6126

(Registrant’s telephone number, including area code)

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	~~TradingSymbol~~Trading Symbol(s)	Name of each exchange on which registered
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 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	ACDI WS	~~The New York Stock Exchange~~NONE

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 3 7.01. ~~Notice~~Regulation ofFD ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Disclosure.

On ~~December~~January 2331, ~~2022~~2023, ~~the New York Stock Exchange (the “NYSE”) notified~~ Ascendant Digital Acquisition Corp. III, ~~a Cayman Islands exempted company~~ (the “Company”), ~~and~~issued ~~publicly~~a ~~announced,~~press ~~that~~release ~~the~~announcing ~~NYSE~~that ~~determined~~its toboard ~~commence~~of ~~proceedings~~directors tohas determined ~~delist the Company’s warrants, each whole warrant exercisable~~ to ~~purchase~~redeem ~~one~~all of ~~the~~its ~~Company’s~~outstanding Class A ordinary shares, ~~par~~effective ~~value~~as ~~$0.0001~~of ~~per share (the “Class~~February ~~A Ordinary Shares”)~~16, ~~at a price of $11.50 per share~~2023, ~~and~~because ~~listed to trade on NYSE under~~ the ~~symbol~~Company ~~“ACDI~~will ~~WS”~~not ~~(the~~be ~~“Warrants”),~~able ~~from~~to ~~the~~consummate ~~NYSE~~an ~~and~~initial ~~that~~business ~~trading~~combination inwithin the ~~Warrants~~time ~~would~~period berequired ~~suspended~~by ~~immediately,~~its ~~due~~amended toand ~~“abnormally~~restated ~~low”~~memorandum ~~trading~~and ~~price~~articles ~~levels pursuant to Section 802.01D~~ of ~~the NYSE Listed Company Manual~~association.

~~Trading~~A incopy of the ~~Company’s~~press ~~Class A~~release ~~Ordinary~~is ~~Shares~~furnished ~~and~~as ~~units~~Exhibit ~~will~~99.1 ~~continue~~to this Current Report on ~~the~~Form ~~NYSE~~8-K and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following document is attached as an exhibit to this Current Report on Form 8-K.


Exhibit No.		Description

99.1		Press Release, dated January 31, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are forward-looking statements, including, without limitation, the redemption of the Company’s public shares. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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.

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

Date: ~~December~~January 2731, ~~2022~~2023

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