UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into A Material Definitive Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 30, 2026, Black Spade Acquisition III Co (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $200,000 to Black Spade Sponsor LLC III (the “Payee”). The proceeds of the Note, which may be drawn down from time to time prior to the Maturity Date (as defined below), will be used for costs and expenses related to the Company’s proposed business combination (the “Business Combination”). The Note bears no interest and is payable in full upon the earlier of (i) March 31, 2027 and (ii) the date on which the Company consummates its Business Combination (such earlier date, the “Maturity Date”). The principal balance of the Note may be prepaid at any time by the Company without penalty. A failure to pay the principal within five business days of the Maturity Date or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the full text of the Note.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit |
| 10.1 | Promissory Note dated October 30, 2026, issued by Black Spade Acquisition III Co to Black Spade Sponsor LLC III |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 2, 2026
| BLACK SPADE ACQUISITION III CO | ||
| By: | /s/ Chi Wai Dennis Tam | |
| Name: | Chi Wai Dennis Tam | |
| Title: | Executive Chairman of the Board and Co-Chief Executive Officer | |
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