{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-002447","form_type":"8-K","ticker":"BIII","cik":"0002087087","company_name":"Black Spade Acquisition III Co","filed_at":"2026-01-09T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.228148+00:00","generated_at":"2026-05-16T11:07:26.502069+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Black Spade Acquisition III Co closes $172.5M IPO with full over-allotment, appoints board","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-002447","json":"https://secwatch.observer/filing/0001104659-26-002447.json","markdown":"https://secwatch.observer/filing/0001104659-26-002447.md","text":"https://secwatch.observer/filing/0001104659-26-002447.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/tm262750d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:07:26.502069+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"fd5252587f4cdf235d5fa438754690888423b4db","claim":"Black Spade Acquisition III Co: Adoption of Amended and Restated Memorandum and Articles of Association (effective 2026-01-05).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","confidence":0.9},{"claim_id":"5b09a00bd1cae79b6f29e436eb171db28700d7b9","claim":"Black Spade Acquisition III Co entered into Registration Rights Agreement with certain security holders (effective 2026-01-05).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","confidence":0.9},{"claim_id":"7243eb5fa1e35c4c6b66dba7d278b0f3f5e5d2f1","claim":"Black Spade Acquisition III Co entered into Sponsor Warrants Purchase Agreement with the Sponsor (effective 2026-01-05).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","confidence":0.9},{"claim_id":"7982e9a302f63d9b9131baa3fc868cf28b0012cf","claim":"Black Spade Acquisition III Co entered into Warrant Agreement with Continental Stock Transfer & Trust Company, as warrant agent (effective 2026-01-05).","evidence_excerpt":"· A Warrant Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","confidence":0.9},{"claim_id":"bb57a97214a2e1b3301d066ce44774bb146a21fe","claim":"Black Spade Acquisition III Co entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, as trustee (effective 2026-01-05).","evidence_excerpt":"· An Investment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","confidence":0.9},{"claim_id":"d69d929d5590cc15dd831a5f3818d6d9340212cf","claim":"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).","evidence_excerpt":"· 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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001213900-26-061109","ticker":"BRKH","company_name":"BurTech Acquisition Corp II","filed_at":"2026-05-26T21:20:22+00:00","headline":"Burtech Acquisition Corp II closes $80M IPO; units begin trading on Nasdaq","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061109","json":"https://secwatch.observer/filing/0001213900-26-061109.json","markdown":"https://secwatch.observer/filing/0001213900-26-061109.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2098707/000121390026061109/0001213900-26-061109-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2098707/000121390026061109/ea0292100-8k_burtech2.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","comparable_excerpt":"On May 21, 2026, and in connection with the IPO, the Company adopted and filed its Amended and Restated Memorandum and Articles of Association.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2098707/000121390026061109/0001213900-26-061109-index.htm"}},{"accession":"0001437749-26-018930","ticker":"CPSH","company_name":"CPS TECHNOLOGIES CORP/DE/","filed_at":"2026-06-01T13:35:50+00:00","headline":"CPS Technologies closes $9.6M registered direct offering of 1.2M shares at $8.00/share","event_type":"other_material","sec_items":["1.01","5.03","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: governance_change, material_agreement","same SEC item: 1.01, 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-018930","json":"https://secwatch.observer/filing/0001437749-26-018930.json","markdown":"https://secwatch.observer/filing/0001437749-26-018930.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/cpsh20260528_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","comparable_excerpt":"On May 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Company’s Restated Certificate of Incorporation, effective as of the same date. The Amendment increased the number of shares of common stock, $0.01 par value per share (the “Common Stock”), that the Company is authorized to issue from 20,000,000 to 25,000,000.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/814676/000143774926018930/0001437749-26-018930-index.htm"}},{"accession":"0001213900-26-063110","ticker":"RDAC","company_name":"Rising Dragon Acquisition Corp.","filed_at":"2026-06-01T10:08:35+00:00","headline":"Shareholders approve SPAC extension to Oct 15, 2027; ~1.9M shares redeemed","event_type":"other_material","sec_items":["1.01","5.03","5.07","8.01","9.01"],"materiality_score":0.5,"calibrated_materiality_score":0.5,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063110","json":"https://secwatch.observer/filing/0001213900-26-063110.json","markdown":"https://secwatch.observer/filing/0001213900-26-063110.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/0001213900-26-063110-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/ea0292895-8k_rising.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","comparable_excerpt":"Subsequent to the approval by its shareholders at the Extension Meeting of Rising Dragon’s second amended and restated memorandum and articles of association (the “Amended Charter”), the Company filed the Amended Charter with the Cayman Islands Registrar of Companies, effective May 28, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2018145/000121390026063110/0001213900-26-063110-index.htm"}},{"accession":"0001213900-26-061250","ticker":"LRHC","company_name":"La Rosa Holdings Corp.","filed_at":"2026-05-27T12:30:26+00:00","headline":"La Rosa Holdings raises $250K via Series D Preferred; additional $250K optional","event_type":"other_material","sec_items":["1.01","3.02","5.03","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061250","json":"https://secwatch.observer/filing/0001213900-26-061250.json","markdown":"https://secwatch.observer/filing/0001213900-26-061250.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1879403/000121390026061250/0001213900-26-061250-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1879403/000121390026061250/ea0292267-8k_larosa.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","comparable_excerpt":"On May 27, 2026, in connection with the SPA the Board of Directors of the Company approved and the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1879403/000121390026061250/0001213900-26-061250-index.htm"}},{"accession":"0001193125-26-251994","ticker":"TPST","company_name":"Tempest Therapeutics, Inc.","filed_at":"2026-06-01T23:13:20+00:00","headline":"Tempest Therapeutics enters warrant exercise inducement for ~$2M; issues new warrants to purchase 2.34M shares at $1.73","event_type":"other_material","sec_items":["1.01","3.02","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 3.02, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251994","json":"https://secwatch.observer/filing/0001193125-26-251994.json","markdown":"https://secwatch.observer/filing/0001193125-26-251994.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1544227/000119312526251994/0001193125-26-251994-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1544227/000119312526251994/d105562d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"greements, each dated January 5, 2026, among the Company, the Sponsor and certain security holders. · An\nInvestment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","comparable_excerpt":"On May 28, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into a warrant exercise and inducement offer letter agreement (the “ Inducement Letter ”) with a holder of certain existing warrants to purchase shares of the Company’s common stock","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1544227/000119312526251994/0001193125-26-251994-index.htm"}},{"accession":"0001193125-26-251791","ticker":"KRMN","company_name":"Karman Holdings Inc.","filed_at":"2026-06-01T21:28:29+00:00","headline":"Selling stockholders price upsized secondary offering of 14M shares at $61/share for ~$854M gross proceeds","event_type":"other_material","sec_items":["1.01","7.01","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251791","json":"https://secwatch.observer/filing/0001193125-26-251791.json","markdown":"https://secwatch.observer/filing/0001193125-26-251791.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/0001193125-26-251791-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/d117104d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"greements, each dated January 5, 2026, among the Company, the Sponsor and certain security holders. · An\nInvestment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","comparable_excerpt":"On May 28, 2026, Karman Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the persons named in Schedule II thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc. and Evercore Group L.L.C., as the underwriters (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell 14,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a public offering price of $61.00 per share (the “Offering Price”), less underwriting discounts and commissions (the “Offering”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/0001193125-26-251791-index.htm"}},{"accession":"0001193125-26-251789","ticker":"GIPR","company_name":"GENERATION INCOME PROPERTIES, INC.","filed_at":"2026-06-01T21:27:59+00:00","headline":"Generation Income Properties prices $5.0M public offering of 23.8M shares and warrants at $0.21/unit","event_type":"other_material","sec_items":["1.01","8.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251789","json":"https://secwatch.observer/filing/0001193125-26-251789.json","markdown":"https://secwatch.observer/filing/0001193125-26-251789.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/0001193125-26-251789-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/gipr-20260528.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"greements, each dated January 5, 2026, among the Company, the Sponsor and certain security holders. · An\nInvestment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","comparable_excerpt":"In connection with the Offering, on May 28, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC, as placement agent","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1651721/000119312526251789/0001193125-26-251789-index.htm"}},{"accession":"0001683168-26-004423","ticker":"CITR","company_name":"CitroTech Inc.","filed_at":"2026-06-01T20:15:28+00:00","headline":"CitroTech exchanges all Series A Preferred for Series C Convertible; BoltRock gets board rights","event_type":"other_material","sec_items":["1.01","3.02","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 3.02, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-004423","json":"https://secwatch.observer/filing/0001683168-26-004423.json","markdown":"https://secwatch.observer/filing/0001683168-26-004423.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/0001683168-26-004423-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/citro_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"greements, each dated January 5, 2026, among the Company, the Sponsor and certain security holders. · An\nInvestment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2087087/000110465926002447/0001104659-26-002447-index.htm","comparable_excerpt":"On May 28, 2026, CitroTech Inc., a Wyoming corporation (the “Company”), entered into Stock Exchange and Stockholders Agreements (the “Exchange Agreements”) with the holders (the “Holders”) of the Company’s outstanding Series A Preferred Stock","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/894556/000168316826004423/0001683168-26-004423-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}