Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On
August 27, 2026, Black Spade III and Astrum issued a joint press release announcing their entry into the Business Combination Agreement.
The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The foregoing Exhibit 99.1
is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including
Exhibit 99.1.
Forward-Looking Statements
This document contains
certain forward-looking statements within the meaning of U.S. federal securities laws with respect to the proposed transaction between
Black Spade III and Astrum, including statements regarding the benefits of the transaction, the anticipated benefits of the transaction,
Astrum’s development, manufacture, launch, orbital deployment, commissioning, technical performance and commercial operation of
NEASTAR-1, the anticipated launch window and mission profile, the capabilities and expected operating life of NEASTAR-1, Astrum’s
planned satellite-to-device network, services, coverage and commercialization strategy, regulatory and market-access approvals, device
and technology compatibility, Astrum’s ability to establish commercial and strategic relationships, Black Spade III’s or Astrum’s
expectations concerning the outlook for Astrum’s business, productivity, plans and goals for satellite development and launches,
deliveries and future operational improvements and capital investments, operational performance, future market conditions or economic
performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning
possible or assumed future results of operations. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are their managements’ current predictions, projections and other statements about future events that are based on current expectations
and assumptions available to Black Spade III and Astrum, and, as a result, are subject to risks and uncertainties. Any such expectations
and assumptions, whether or not identified in this document, should be regarded as preliminary and for illustrative purposes only and
should not be relied upon as being necessarily indicative of future results. Many factors could cause actual future events to differ materially
from the forward-looking statements in this document, including but not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of definitive agreements with respect to the proposed business combination; (2) the
outcome of any legal proceedings that may be instituted against Black Spade III, the combined company or others following the announcement
of the business combination and any definitive agreements with respect thereto; (3) the amount of redemption requests made by Black
Spade III public shareholders and the inability to complete the business combination due to the failure to obtain approval of the shareholders
of Black Spade III, to obtain financing to complete the business combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards
following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations
of Astrum as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated
benefits of the business combination; (8) costs related to the business combination; (9) risks associated with changes in laws
or regulations applicable to Astrum’s business and Astrum’s international operations; (10) the possibility that Astrum
or the combined company may be adversely affected by other economic, geopolitical, business, and/or competitive factors; (11) Astrum’s
ability to successfully develop, launch and operate satellites and to meet technical and commercial milestones; and (12) risks related
to the space industry, including launch delays, satellite failures and regulatory changes. The foregoing list of factors is not exhaustive.
Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the “Risk Factors” section of Black Spade III’s registration statement on Form F-4
to be filed by Black Spade III with the SEC, and other documents filed by Black Spade III and/or Astrum from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this document are qualified by
these cautionary statements. Astrum and Black Spade III assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Neither
Astrum nor Black Spade III gives any assurance that either Astrum or Black Spade III will achieve its expectations. The inclusion of any
statement in this communication does not constitute an admission by Astrum or Black Spade III or any other person that the events or circumstances
described in such statement are material.
Additional Information and Where to Find
It
This document relates
to a proposed transaction between Black Spade III and Astrum. This document does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Black Spade III
intends to file a registration statement on Form F-4 that will include a proxy statement of Black Spade III and a prospectus of Black
Spade III with the SEC. After the registration statement is declared effective, the definitive proxy statement/prospectus will be sent
to all Black Spade III shareholders as of a record date to be established for voting on the proposed transaction. Black Spade III also
will file other documents regarding the proposed transaction with the SEC. This document does not contain all the information that should
be considered concerning the proposed transactions and is not intended to form the basis of any investment decision or any other decision
in respect of the transactions. Before making any voting or investment decision, investors and shareholders of Black Spade III are urged
to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed
transaction.
Participants in the Solicitation
Black Spade III and Astrum
and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Black Spade III’s
shareholders in connection with the proposed transaction. Information about Black Spade III’s directors and executive officers and
their ownership of Black Spade III’s securities is set forth in Black Spade III’s filings with the SEC. Additional information
regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. Shareholders, potential investors
and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This Current Report is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not
constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act, or an exemption therefrom.