ASPAC III Acquisition Corp. 8-K

What Happened ASPAC III Acquisition Corp. filed an 8-K (Jan 23, 2026) disclosing that under an Exchange Agreement dated January 16, 2026 its Sponsor transferred 1,499,900 Class B ordinary shares to the company in exchange for 1,499,900 Class A ordinary shares. The exchanged Class A shares remain subject to the same restrictions that applied to the Class B shares before the exchange, including transfer restrictions, waiver of redemption rights and an obligation to vote in favor of an initial business combination as described in the company's IPO prospectus. The issuance was not registered under the Securities Act and was made in reliance on the Section 3(a)(9) exemption.

Key Details

• 1,499,900 Class B shares were exchanged for 1,499,900 Class A shares (Exchange Agreement dated Jan 16, 2026).
• After the exchange there are 2,337,481 Class A shares and 100 Class B shares outstanding.
• The Sponsor holds approximately 76.4% of the Company’s outstanding Class A shares following the exchange.
• The 1,499,900 Class A shares were issued without SEC registration, relying on Section 3(a)(9) of the Securities Act.

Why It Matters This transaction concentrates voting power with the Sponsor (about 76.4% of Class A shares), which affects control over approval of an initial business combination. The exchanged shares carry the same limitations (transfer restrictions and waiver of redemption rights) noted in the IPO prospectus, which can influence shareholder redemption options and governance outcomes in the SPAC process. The issuance was done using a statutory registration exemption rather than a registered offering.