A SPAC III Acquisition Corp Announces Agreement with HD Education Group Limited

A SPAC III Acquisition Corp (NASDAQ:ASPCU) has disclosed the signing of a significant agreement with HD Education Group Limited on December 31, 2024. The Agreement aims to formalize mutual interests between the two entities and is subject to the execution of definitive agreements.

In the agreement, a Reincorporation Merger is outlined, with A SPAC III Acquisition Corp merging with a newly formed British Virgin Islands Exempt Company (Purchaser). This merger will result in the conversion of each outstanding ordinary share of the Parent into a corresponding share of the Purchaser. Concurrently, a wholly-owned subsidiary of the Purchaser will merge with and into HD Group, with existing shareholders and equity holders of HD Group set to receive $300 million in stock as consideration.

Prior to the closing of the transactions, both HD Group and A SPAC III Acquisition Corp have agreed to operate their businesses in the ordinary course, with specific actions requiring mutual consent. The agreement also covers various covenants related to financial reporting, tax compliance, obtaining third-party consents, and ensuring regulatory approvals are met.

The closing of the agreement is contingent upon several conditions, including no legal impediments preventing completion, approval by HD Group and A SPAC III Acquisition Corp shareholders, and other specified criteria. Specific obligations are outlined for HD Group and Purchaser Parties to meet for the agreement to proceed smoothly.

The Agreement may be terminated by mutual agreement or by A SPAC III Acquisition Corp if certain financial statements are not delivered by January 31, 2025. Additional information on the proposed business combination will be provided through a Proxy Statement/Prospectus filed with the U.S. Securities and Exchange Commission.

Participants related to the Potential Business Combination will provide necessary details in the Proxy Statement/Prospectus. The report emphasizes that it is not an offer or solicitation of securities and includes cautionary language regarding forward-looking statements reflecting potential risks and uncertainties.

The full agreement is available as Exhibit 10.1 in the Form 8-K filing submitted to the SEC by A SPAC III Acquisition Corp on December 31, 2024. Interested parties are advised to refer to SEC filings for more detailed information regarding the Agreement and the proposed business combination.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read A SPAC III Acquisition’s 8K filing here.