| Item 1. | |
| (a) | Name of issuer:
A SPAC III Acquisition Corp. |
| (b) | Address of issuer's principal executive
offices:
200 GLOUCESTER ROAD, 29TH FLOOR, WANCHAI, Hong Kong, 00000 |
| Item 2. | |
| (a) | Name of person filing:
ATW SPAC Management LLC*
Antonio Ruiz-Gimenez*
Kerry Propper* |
| (b) | Address or principal business office or, if
none, residence:
1 Pennsylvania Plaza, 48th Floor New York, New York 10119 |
| (c) | Citizenship:
ATW SPAC Management LLC- Delaware
Antonio Ruiz-Gimenez - Spain
Kerry Propper - United States |
| (d) | Title of class of securities:
Class A Ordinary Shares, no par value |
| (e) | CUSIP No.:
G0544A137 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
ATW SPAC Management LLC - 389,100*
Antonio Ruiz-Gimenez - 565,000*
Kerry Propper - 565,000*
*The Class A Ordinary Shares (the "Shares") of A SPAC III Acquisition Corp. (the "Issuer") are held by (1) one or more private funds managed by ATW SPAC Management LLC, a registered investment adviser (the "Adviser"), which has been delegated exclusive authority to vote and/or direct the disposition of certain of such Shares and a (2) a private fund, SZOP Multistrat LP, managed by an affiliate of the Adviser. Antonio Ruiz-Gimenez and Kerry Propper are managing members of the Adviser and its affiliate.
The percentages reported herein are based upon the 6,555,000 Shares issued and outstanding as of December 20, 2024 as disclosed in the Issuer's Form 10-Q filed with the SEC on December 20, 2024.
This report shall not be deemed an admission that any reporting person herein or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person's pecuniary interest therein, if any. |
| (b) | Percent of class:
ATW SPAC Management LLC - 5.9%
Antonio Ruiz-Gimenez - 8.6%
Kerry Propper - 8.6% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
ATW SPAC Management LLC - 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (ii) Shared power to vote or to direct the
vote:
ATW SPAC Management LLC- 389,100*
Antonio Ruiz-Gimenez - 565,000*
Kerry Propper - 565,000*
|
| | (iii) Sole power to dispose or to direct the
disposition of:
ATW SPAC Management LLC- 0
Antonio Ruiz-Gimenez - 0
Kerry Propper - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
ATW SPAC Management LLC- 389,100*
Antonio Ruiz-Gimenez - 565,000*
Kerry Propper - 565,000*
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
