M&A: ASPAC III Acquisition Corp.

Form Type: 425

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000121390024113974

Comments: On December 31, 2024, A SPAC III Acquisition Corp. (the “Company”) announced the execution of an Agreement with HDEducation Group Limited (“HD Group”), a comprehensive service platform for students pursuing university education globally. The Agreement outlines a Reincorporation Merger, merging the Parent with a newly-formed British Virgin Islands Exempt Company. In this merger, existing shares of the Parent will be converted into corresponding shares of the Purchaser. Concurrently, a wholly owned subsidiary of the Purchaser will merge with HD Group, making HD Group a wholly owned subsidiary of the Purchaser. The total consideration for HD Group's shareholders is valued at $300 million, paid in the Purchaser's ordinary shares at a price of $10.00 per share. The document details conditions for closing the transactions, including regulatory approvals, performance obligations, and covenants from both parties. The Agreement allows for termination under certain conditions and outlines steps regarding SEC filings and additional information dissemination.

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Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000121390024113961

Comments: On December 31, 2024, A SPAC III Acquisition Corp. announced the execution of a definitive agreement with HDEducation Group Limited (HD Group). This agreement outlines a two-part transaction involving a reincorporation merger and an acquisition merger. In the reincorporation merger, A SPAC III Acquisition Corp. will merge into a newly formed British Virgin Islands Exempt Company. Existing shares and rights of the Parent will convert automatically into equivalent shares and rights of the Purchaser. Concurrently, the merger subsidiary of the Purchaser will merge with HD Group, with HD Group becoming a wholly owned subsidiary of the Purchaser. The aggregate consideration for this transaction is set at $300 million to be paid entirely in stock. Both parties have agreed to continue normal business operations leading up to the closing and have established several conditions and covenants necessary for the consummation of the transactions. Conditions include obtaining necessary consents and ensuring compliance with various laws. The transaction may be terminated if certain conditions are unmet.

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