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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G/A
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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A SPAC III Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares, no par value (Title of Class of Securities) |
G0544A137 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | G0544A137 |
| 1 |
Names of Reporting Persons
ATW SPAC MANAGEMENT LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☒ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
389,100.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
389,100.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
389,100.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
5.9 % |
| 12 |
Type of Reporting Person (See Instructions)
IA, OO |
| CUSIP No. | G0544A137 |
| 1 |
Names of Reporting Persons
Kerry Propper |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☒ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
490,000.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
490,000.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
490,000.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
7.5 % |
| 12 |
Type of Reporting Person (See Instructions)
HC, IN |
| CUSIP No. | G0544A137 |
| 1 |
Names of Reporting Persons
Antonio Ruiz-Gimenez |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☒ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
SPAIN
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
490,000.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
490,000.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
490,000.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
7.5 % |
| 12 |
Type of Reporting Person (See Instructions)
HC, IN |
| Item 1. | ||
| (a) |
Name of issuer:
A SPAC III Acquisition Corp. | |
| (b) |
Address of issuer's principal executive offices:
200 Gloucester Road, 29th Floor
Wan Chi, Hong Kong 00000 | |
| Item 2. | ||
| (a) |
Name of person filing:
ATW SPAC Management LLC*
Kerry Propper*
Antonio Ruiz-Gimenez* | |
| (b) |
Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119 | |
| (c) |
Citizenship:
ATW SPAC Management LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain | |
| (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*
Kerry Propper - 490,000*
Antonio Ruiz-Gimenez - 490,000*
*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 Shares and (2) a private fund, SZOP Multistrat LP, managed by an affiliate of the Adviser. Kerry Propper and Antonio Ruiz-Gimenez 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 August 13, 2025 as disclosed in the Issuer's Form 10-Q filed with the SEC on August 13, 2025.
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%
Kerry Propper - 7.5%
Antonio Ruiz-Gimenez - 7.5% %
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| (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
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0 | ||
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(ii) Shared power to vote or to direct the vote:
ATW SPAC Management LLC - 389,100*
Kerry Propper - 490,000*
Antonio Ruiz-Gimenez - 490,000* | ||
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(iii) Sole power to dispose or to direct the disposition of:
ATW SPAC Management LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0 | ||
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(iv) Shared power to dispose or to direct the disposition of:
ATW SPAC Management LLC - 389,100*
Kerry Propper - 490,000*
Antonio Ruiz-Gimenez - 490,000* | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATW SPAC MANAGEMENT LLC |
| Signature: | /s/ Kerry Propper | |
| Name/Title: | Kerry Propper, Co-Managing Member | |
| Date: | 11/13/2025 |
Kerry Propper |
| Signature: | /s/ Kerry Propper | |
| Name/Title: | Individually | |
| Date: | 11/13/2025 |
Antonio Ruiz-Gimenez |
| Signature: | /s/ Antonio Ruiz-Gimenez | |
| Name/Title: | Individually | |
| Date: | 11/13/2025 |
| Exhibit Information: Exhibit I - JOINT FILING STATEMENT |
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(K)(1)
The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of A SPAC III Acquisition Corp. together with any or all amendments thereto, when and if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.
Dated: November 13, 2025
| ATW SPAC MANAGEMENT LLC | ||
| By: | /s/ Kerry Propper | |
| Kerry Propper, Co-Managing Member | ||
| Kerry Propper | ||
| By: | /s/ Kerry Propper | |
| Individually | ||
| Antonio Ruiz-Gimenez | ||
| By: | /s/ Antonio Ruiz-Gimenez | |
| Individually | ||