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BCS

Current Report · Items 1.01, 7.01, 9.01 · 8-K

Black Spade Acquisition III Co

BIIINYSEEQUITYCurrent

Entry into a Material Definitive Agreement · 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.…

Filed Aug 27, 2026Accepted Aug 27, 2026, 7:57 AM EDTCIK 2087087Accession 0001104659-26-102023
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Company context

Black Spade Acquisition III Co (“BIII”) is a special purpose acquisition company incorporated for the purpose of effecting a business combination (Special Purpose Acquisition Company or SPAC). While it may pursue a business combination in any industry, BIII is focused on identifying a business combination target in the cross section of entertainment-related enabling technology and digital financial infrastructure. Listed on the NYSE, BIII is the third SPAC from Black Spade Capital Limited (“Black Spade Capital”), a global SPAC sponsor managing a diversified portfolio across regions, sectors and asset classes, including equities (including SPAC and pre-IPO investments), fixed income and real estate. In August 2023, Black Spade Capital’s first SPAC, Black Spade Acquisition Co, completed a US$23 billion business combination with VinFast Auto Ltd. In June 2025, the second SPAC of Black Spade Capital, Black Spade Acquisition II Co, completed a US$488 million business combination with a global media and entertainment powerhouse, The Generation Essentials Group, approximately nine months after BSII’s IPO.

Current securities

Recent company filings

  1. 425 filingSep 1, 2026
  2. 425 filingAug 27, 2026
  3. SCHEDULE 13G - filed by Black Spade Sponsor LLC III regarding Black Spade Acquisition III CoAug 25, 2026
  4. 10-Q filingAug 11, 2026
  5. 10-Q filingMay 12, 2026

Registered securities in this filing

BLACK SPADE ACQUISITION III CO · 8-K · Filed 2026-08-27

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A ordinary shares, $0.0001 par value, included as part of the units

Symbol
BIII
Exchange
NYSE
Classification
UNIT
Status
Current
Filing context

Context: From2026-08-272026-08-27_custom_ClassAordinarysharesMember

Dimensions: us-gaap:StatementClassOfStockAxis

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50, included as part of the units

Symbol
BIIIW
Exchange
NYSE
Classification
UNIT
Filing context

Context: From2026-08-272026-08-27_custom_RedeemablewarrantseachwholewarrantMember

Dimensions: us-gaap:StatementClassOfStockAxis

Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant

Symbol
BIIIU
Exchange
NYSE
Classification
UNIT
Filing context

Context: From2026-08-272026-08-27_custom_UnitseachconsistingofoneClassAordinaryshareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000110465926102023 · 3 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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.
Filed exhibits (2)
EX-4.1 (by filename) tm2624075d1_ex4-1.htm

EX-4.1 3 tm2624075d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “ Agreement ”), dated as of August 27, 2026, is entered into by and between Black Spade Acquisition III Co, a Cayman Islands exempted company (the “ Company ”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “ Warrant Agent ”), and amends the Warrant Agreement (the “ Warrant Agreement ”), dated as of January 5, 2026, by and among the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant Agreement. WHEREAS, the Company and the Warrant Agent desire to amend the definition of Placement Exercise Fair Market Value in the Warrant Agreement in order to reflect the commercial intent of the parties; WHEREAS, Section 9.8 of the Warrant Agreement provides that the parties to the Warrant Agreement may amend the Warrant Agreement without the consent of any Registered Holder for the purpose of curing any ambiguity or correcting any mistake, including conforming the provisions of the Warrant Agreement to …

Open exhibit ↗
EX-99.1 (by filename) tm2624075d1_ex99-1.htm

EX-99.1 9 tm2624075d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE ASTRUM SPACE INC TO GO PUBLIC THROUGH BUSINESS COMBINATION WITH BLACK SPADE ACQUISITION III CO Astrum Space Inc (“Astrum”) is developing a next-generation satellite-to-device (“S2D”) broadcast network to serve the Asia-Pacific region. Astrum holds 25 MHz of contiguous L-band spectrum at 1467–1492 MHz and spectrum and orbital resources associated with the strategic 105°E GEO position. Astrum currently operates its own in-orbit GEO satellite and is developing the SWISSto12-manufactured NEASTAR-1 satellite, with launch and orbital-delivery services contracted with Impulse Space for a planned late-2028 to first-quarter-2029 launch. ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── The proposed business combination values Astrum at an equity value of approximately US$1 billion. EL SEGUNDO, California - August 27, 2026 - Astrum Space Inc (“Astrum” or the “Company”), a satellite communications company developing a wholesale satellite-to-device (“S2D”) broadcast and data-distributio…

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