Correspondence 0001104659-24-111215 from ASPAC III Acquisition Corp. (ASPC, ASPCU) (CIK 0001890361) (ASPC)
ASPAC III Acquisition Corp. (ASPC, ASPCU) (CIK 0001890361)
Date: Oct. 24, 2024 · CIK: 0001890361 · Accession: 0001104659-24-111215
AI Filing Summary & Sentiment
File numbers found in text: 333-282428
Referenced dates: October 21, 2024
Letter
Via Edgar Division of Corporation Finance Re: A SPAC III Acquisition Corp. Registration Statement on Form S-1 Submitted October 1, 2024 File No. 333-282428
Dear Mr. Howard, Mr. Wilson, Mr. Ronald and Ms. Dorrie :
On behalf of our client, A SPAC III Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated October 21, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”).
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the comment set forth in the Staff’s Letter. The numbered paragraph set forth below responds to the Staff’s comment and corresponds to the numbered paragraph in the Staff’s Letter.
Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com
A limited liability partnership including professional corporations
October 24, 2024
Page 2
Registration Statement on Form S-1
Exhibits
1. We note that the opinion from your BVI counsel filed as Exhibit 5.1 includes numerous inappropriate assumptions. Please request BVI counsel to revise its opinion to remove all such inappropriate assumptions. As examples only, we note for your reference the assumptions set forth in paragraphs 4 and 14. It is not appropriate for a counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
Response: In response to the Staff’s comment, the Company’s BVI counsel has revised its opinion, filed as Exhibit 5.1 of the Amended Registration Statement.
October 24, 2024
Page 3
Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.
/s/ Giovanni Caruso
Giovanni Caruso
Partner
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CORRESP
1
filename1.htm
Giovanni Caruso
Partner
345 Park Avenue
Direct
212.407.4866
New York, NY 10154
Main
212.407.4000
Fax
212.937.3943
gcaruso@loeb.com
Via Edgar
October 24, 2024
Howard Efron
Wilson Lee
Ronald (Ron) E. Alper
Dorrie Yale
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: A
SPAC III Acquisition Corp.
Registration Statement on Form S-1
Submitted October 1, 2024
File No. 333-282428
Dear Mr. Howard, Mr. Wilson,
Mr. Ronald and Ms. Dorrie :
On behalf of our client, A
SPAC III Acquisition Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated October
21, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”).
In order to facilitate the review by the Commission’s staff (the
“Staff”) of the Amended Registration Statement, we have responded, on behalf of the Company, to the comment set forth in the
Staff’s Letter. The numbered paragraph set forth below responds to the Staff’s comment and corresponds to the numbered paragraph
in the Staff’s Letter.
Los Angeles
New York Chicago Nashville Washington,
DC Beijing Hong Kong www.loeb.com
A limited liability partnership including
professional corporations
October
24, 2024
Page 2
Registration Statement on Form S-1
Exhibits
1.
We note that the opinion from your BVI counsel filed as Exhibit 5.1 includes numerous inappropriate assumptions. Please request BVI counsel to revise its opinion to remove all such inappropriate assumptions. As examples only, we note for your reference the assumptions set forth in paragraphs 4 and 14. It is not appropriate for a counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
Response:
In response to the Staff’s comment, the Company’s BVI counsel has revised its opinion, filed as Exhibit 5.1 of the Amended
Registration Statement.
October 24, 2024
Page 3
Please call me at 212 407-4866
if you would like additional information with respect to any of the foregoing. Thank you.
/s/ Giovanni Caruso
Giovanni Caruso
Partner