8-K
filed January 9, 2026, 6:59 PM ET
ticker BIII
CIK 0002087087
other material
confidence high
sentiment neutral
materiality 0.60
Black Spade Acquisition III Co closes $172.5M IPO with full over-allotment, appoints board
Black Spade Acquisition III Co
- IPO of 17,250,000 units at $10.00/unit, gross proceeds $172.5M, including full exercise of 2.25M unit over-allotment.
- Proceeds of $170.663M from IPO and $1.837M from private placement placed in trust account for public shareholders.
- Private placement of 8.15M warrants at $0.50 each: 7.0M to sponsor ($3.5M) and 1.15M to underwriters ($0.575M).
- Board appointed: Russell Galbut, Robert Moore, Patsy Chan, Sammy Hsieh; Patsy Chan chairs audit, compensation, nominating committees.
- Management team (Dennis Tam, Kester Ng, Richard Taylor) previously led Black Spade SPACs that completed VinFast and Generation Essentials deals.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Black Spade Acquisition III Co issued 1,150,000 Private Placement Warrants of warrant to the Underwriters for $0.50 per Private Placement Warrant.
- Security
- warrant
- Shares
- 1,150,000 Private Placement Warrants
- Purchaser
- the Underwriters
- Consideration
- $0.50 per Private Placement Warrant
Exact text from the filing
the sale of 1,150,000 Private Placement Warrants to the Underwriters at a purchase price of $0.50 per Private Placement Warrant, generating gross proceeds to the Company of $575,000
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Black Spade Acquisition III Co issued 7,000,000 Private Placement Warrants of warrant to Black Spade Sponsor LLC III (the Sponsor) for $0.50 per Private Placement Warrant.
- Security
- warrant
- Shares
- 7,000,000 Private Placement Warrants
- Purchaser
- Black Spade Sponsor LLC III (the Sponsor)
- Consideration
- $0.50 per Private Placement Warrant
Exact text from the filing
the Company completed the private sales of 8,150,000 warrants (the “ Private Placement Warrants ”), including the sale of 7,000,000 Private Placement Warrants to Black Spade Sponsor LLC III (the “ Sponsor ”) at a purchase price of $0.50 per Private Placement Warrant, generating gross proceeds to the Company of $3,500,000
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Black Spade Acquisition III Co: Adoption of Amended and Restated Memorandum and Articles of Association (effective 2026-01-05).
- Change
- charter amendment
- Effective
- 2026-01-05
Exact text from the filing
Item 5.03. Amendments to Memorandum and Articles of Association. On January 5, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Black Spade Acquisition III Co entered into Registration Rights Agreement with certain security holders (effective 2026-01-05).
- Action
- entry
- Counterparty
- certain security holders
- Effective
- 2026-01-05
Exact text from the filing
greements, each dated January 5, 2026, among the Company, the Sponsor and certain security holders. · An Investment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Black Spade Acquisition III Co entered into Sponsor Warrants Purchase Agreement with the Sponsor (effective 2026-01-05).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- the Sponsor
- Effective
- 2026-01-05
Exact text from the filing
greements, each dated January 5, 2026, among the Company, the Sponsor and certain security holders. · An Investment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Black Spade Acquisition III Co entered into Warrant Agreement with Continental Stock Transfer & Trust Company, as warrant agent (effective 2026-01-05).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company, as warrant agent
- Effective
- 2026-01-05
Exact text from the filing
· A Warrant Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Black Spade Acquisition III Co entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, as trustee (effective 2026-01-05).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company, as trustee
- Effective
- 2026-01-05
Exact text from the filing
· An Investment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Black Spade Acquisition III Co entered into Underwriting Agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several underwriters, including Chardan Capital Markets, LLC (effective 2026-01-05).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several underwriters, including Chardan Capital Markets, LLC
- Effective
- 2026-01-05
Exact text from the filing
· An Underwriting Agreement, dated January 5, 2026, among the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“ Cohen ”), as representative of the several underwriters, including Chardan Capital Markets, LLC (“ Chardan ” and, together with Cohen, the “ Underwriters ”).
View on SEC.gov
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