Claudius Tsang
About Claudius Tsang
Claudius Tsang is Chief Executive Officer, Chief Financial Officer, and Chairman of A SPAC III Acquisition Corp. (ASPC). He has over 20 years of capital markets experience with leadership roles in private equity, M&A and PIPE investments across Greater China and emerging markets. Age: 48 (as of Nov 2024). Education: Postgraduate Certificate in Sustainable Business (University of Cambridge, 2023), MBA (Chicago Booth, 2017), LL.B. equivalent/degree in law (Tsinghua University, 2005), B.Eng. (Chinese University of Hong Kong, 1998); credentials include CFA charterholder and Certified ESG Analyst (CESGA). CEO since September 2021; appointed CFO and Chairman in July 2024. As a pre-combination SPAC, ASPC has no disclosed revenue/EBITDA trajectory or TSR-based performance framework in filings; compensation and governance emphasize sponsor equity and lock-ups rather than operating metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Templeton Asset Management / Templeton Private Equity Partners | Co-Head PE (North Asia), Partner, Senior Executive Director, VP | 2005–2007; 2008–2020 | Led North Asia PE investing; sourcing/evaluation of strategic equity investments in Asia . |
| Lehman Brothers | Private equity projects lead | 2007–2008 | Managed PE projects in HK, China, Taiwan, U.S. . |
| Model Performance Acquisition Corp. | CEO and Chairman | 2021–2023 | Completed business combination with MultiMetaVerse Inc. (Jan 2023) . |
| A SPAC I Acquisition Corp. | CEO; Chairman & CFO | 2021–2024 | Closed business combination with NewGenIvf Group Limited (Apr 2024) . |
| JVSPAC Acquisition Corp. | CEO; CFO (from Jun 2021) | 2021– | SPAC leadership across sourcing and deal execution . |
| A SPAC II Acquisition Corp. | CFO | Since Jul 2021 | Ongoing SPAC finance leadership . |
| A SPAC (HK) Acquisition Corp. | Director; CEO | Since Feb/Mar 2022 | Ongoing SPAC leadership . |
| International Media Acquisition Corp. | Director | Feb–Jul 2024 | Board service during strategic period . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unity Group Holdings International Ltd. (SEHK:1539) | Non-executive director | Since 2022 | Oversaw restructuring; solvent and resumed normal operations by June 2023 . |
| CFA Society of Hong Kong | Director | 2013–2019 | Professional standards and industry engagement . |
Board Governance
- Tsang serves as CEO, CFO, and Chairman, a significant dual-role concentration that can raise independence concerns; ASPC has three independent directors (Liu, Wong, Pang) and plans independent-only sessions post-offering to mitigate governance risk .
- Committee structure post-offering:
- Compensation Committee: Liu (Chair), Wong, Pang; independent membership; charter enables independent advisors and CD&A/report responsibilities .
- Nominating Committee: Pang (Chair), Liu, Wong; independent membership; detailed nomination guidelines .
- Audit Committee: three independent directors, quarterly meetings, SEC “financial expert” designation requirement; reviews related-party transactions .
- The Oct 10, 2025 proxy is an EGM notice to extend the business combination deadline to Nov 12, 2026; signed by Tsang as CEO, CFO, Chairman .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | None | “None of our officers or directors have received any cash compensation for services rendered to us.” . |
| Target bonus % | Not disclosed | No cash comp pre-combination . |
| Actual bonus | None | No cash comp pre-combination . |
| Director cash retainer | None | No cash comp; sponsor intends to transfer founder shares to independent directors upon business combination . |
Performance Compensation
- No RSU/PSU/option grants or cash incentives disclosed pre-business combination; compensation is equity-centric via sponsor founder shares and private placement units, with lock-ups and conversion features rather than operating performance metrics .
| Incentive Type | Grant/Structure | Vesting/Lock-up | Performance Link | Notes |
|---|---|---|---|---|
| Founder shares (via sponsor) | Sponsor holds Class B founder shares purchased for $25,000; Tsang controls sponsor voting/dispositive power | Non-transferable until the earlier of 6 months post-business combination or $12 share price for 20 of 30 trading days; permitted transfers require bound agreements | None disclosed | Lock-up applies to founder shares; creates alignment plus post-deal liquidity timing . |
| Private Placement Units | 280,000 units at $10.00 per unit (sponsor subscription simultaneous with offering) | Not transferable until completion of initial business combination | None disclosed | Provides economics at de-SPAC; potential conversions dilute public holders . |
| Independent director equity | 20,000 shares to each independent director at consummation | Not explicitly stated, but founder shares subject to lock-up terms when transferred | None disclosed | Equity-based director comp; monitored by Audit Committee . |
Equity Ownership & Alignment
| Holder | Pre-offering Shares | Pre-offering % | Post-offering Shares | Post-offering % | Notes |
|---|---|---|---|---|---|
| A SPAC III (Holdings) Corp. (Sponsor) | 1,581,250 | 100.0% | 1,655,000 | 22.4% | Assumes no over-allotment; Tsang has voting/dispositive power over sponsor . |
| Claudius Tsang | 1,581,250 | 100.0% | 1,655,000 | 22.4% | Beneficial ownership via sponsor; strong alignment and potential control . |
| Independent directors (Liu, Wong, Pang) | 0 | 0% | 20,000 each (intended transfer) | <1% each | Transfer at consummation of business combination . |
- Pledging/Hedging: Not disclosed; sponsor transfers subject to lock-up; permitted transfers require recipients to be bound by sponsor agreements including voting/trust provisions .
- Rights/Units: Private placement rights are not convertible within 60 days; public shareholders access trust only under specific redemption scenarios .
Employment Terms
| Term | Detail |
|---|---|
| Start and tenure | CEO since Sep 2021; CFO and Chairman since Jul 2024 . |
| Employment agreement | No agreements providing termination benefits; no pre-combination cash comp; compensation post-business combination to be set by independent Compensation Committee . |
| Severance | None disclosed; “We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.” . |
| Change-in-control | Not specified; SPAC uses lock-ups and sponsor economics; director/management post-combination fees to be disclosed in de-SPAC proxy/tender materials . |
| Non-compete/non-solicit | Not disclosed; letter agreements impose fiduciary presentation of suitable opportunities to ASPC before others and restrict compensation tied to consummation . |
| Indemnification | Indemnity agreement; D&O insurance maintenance and trust account waiver; indemnity execution includes Tsang . |
| Working capital loans | Sponsor loans: up to $350,000 non-interest bearing to cover offering costs; up to $1,150,000 working capital loans convertible at $10.00 per unit at lender option . |
Director Compensation
| Component | Amount | Structure |
|---|---|---|
| Annual cash retainer | None | No cash comp pre-business combination . |
| Committee fees/chair fees | None | Not applicable pre-combination . |
| Meeting fees | None | Not applicable pre-combination . |
| Equity grants | 20,000 shares to each independent director | Intended transfer from sponsor at consummation of the business combination . |
| Ownership guidelines | Not disclosed | Audit Committee will review payments to sponsor/officers/directors quarterly . |
Related Party & Sponsor Economics
- Sponsor and affiliates receive founder shares and private placement units; low founder share purchase price can incentivize completing any deal even if value declines for public shareholders; up to $1,150,000 working capital loans convertible into units; reimbursement of out-of-pocket expenses; no finder’s fees; payments reviewed by Audit Committee .
- Trust account waivers prevent indemnity claimants from accessing trust; D&O insurance to be maintained; signature pages identify Tsang acting for company and sponsor entities .
Performance & Track Record
- Leadership track record includes completing de-SPAC transactions at Model Performance Acquisition Corp. and A SPAC I; extensive Templeton private equity leadership; multiple SPAC executive roles; Unity Group restructuring oversight .
- Stock performance and operating metrics are not disclosed in ASPC filings pre-business combination; future compensation disclosure expected at de-SPAC .
Compensation Structure Analysis
- Increase in guaranteed pay: None; no cash comp disclosed pre-combination .
- Equity-heavy incentives: Founder shares and private placement units dominate; lock-ups align timing to post-deal performance thresholds ($12 for 20 of 30 trading days) or 6 months post-deal .
- Potential misalignment risk: Low-cost founder shares can create incentives to consummate a deal regardless of public shareholder outcomes—a known SPAC risk factor explicitly disclosed .
Risk Indicators & Red Flags
- Dual role concentration: CEO + CFO + Chairman in one individual; mitigated by independent committees and majority independent board, but independence concerns remain .
- Sponsor control and potential divestiture: Sponsor may divest ownership or transfer control pre-combination, potentially depriving ASPC of key personnel (including Tsang) and impacting deal execution .
- Dilution and conversion risks: Significant potential dilution from private placement units and convertible working capital loans; could reduce attractiveness to targets .
- No cash comp/say-on-pay: Pre-combination structure avoids cash comp; say-on-pay not applicable until operating company post-de-SPAC .
Equity Ownership & Lock-ups: Dates and Conditions
| Security | Holder | Quantity | Lock-up/Restriction | Trigger for Release |
|---|---|---|---|---|
| Founder shares (Class B; convertible) | Sponsor (control by Tsang) | 1,375,000 pre-offering; 1,655,000 post-offering (assumptions) | Not transferable until earliest of 6 months post-business combination or price/transaction triggers | $12 share price for 20/30 trading days; or post-deal liquidation/merger leading to exchange rights . |
| Private Placement Units | Sponsor | 280,000 units | Not transferable until completion of initial business combination | Completion of business combination . |
| Independent director shares | Each independent director | 20,000 intended transfer | Transfer from sponsor at consummation; recipient must be bound by same agreements for permitted transfers | Consummation of business combination; permitted transfers require binding agreements . |
Say-on-Pay & Shareholder Feedback
- Not applicable pre-business combination; post-de-SPAC compensation to be determined by an independent Compensation Committee and disclosed in proxy/tender materials .
Expertise & Qualifications
- Capital markets, private equity, M&A; leadership of multiple SPAC vehicles; formal ESG and finance credentials; board-level nomination and compensation frameworks outlined in committee charters .
Employment & Contracts Summary
| Provision | Status |
|---|---|
| Severance | None; no termination benefits agreements . |
| Change-of-control | Not specified; SPAC governance and lock-ups govern economics . |
| Clawbacks | Not disclosed; committee charters contemplate equity plan governance . |
| Tax gross-ups | Not disclosed. |
| Deferred comp/pension | Not disclosed. |
| Perquisites | Not disclosed. |
| Indemnity and trust waivers | Executed; indemnity includes D&O insurance and trust account waiver . |
Investment Implications
- Alignment: Tsang’s 22.4% post-offering beneficial stake via sponsor and founder/private units creates strong alignment, but low-cost founder shares introduce a bias to consummate any deal—monitor target quality and dilution terms closely .
- Governance risk: Combined CEO/CFO/Chairman role heightens key-person and independence risk; independent committees and majority independent board partially mitigate; sponsor transfer/divestiture flexibility adds execution risk pre-combination .
- Liquidity/selling pressure: Founder share lock-ups release at 6 months post-de-SPAC or earlier if $12 price trigger met; expect potential selling pressure around unlock windows; independent directors’ equity transfer at consummation also adds float considerations .
- Cash comp discipline: No cash comp pre-combination; post-de-SPAC pay determined by independent Compensation Committee—watch for shifts toward guaranteed cash vs at-risk equity and any repricing or special awards in de-SPAC proxy .
- Related-party economics: Working capital loan conversions and private units can dilute public holders; audit committee oversight of related-party transactions is a positive, but the economic structure remains a key driver—underwrite dilution scenarios in valuation of de-SPAC .