Black Spade Acquisition III Co 8-K

What Happened
Black Spade Acquisition III Co announced the closing of its IPO, selling 17,250,000 units at $10.00 per unit for gross proceeds of $172,500,000 (including a full 2,250,000‑unit over‑allotment). Each unit includes one Class A ordinary share and one‑third of a warrant; each whole warrant is exercisable for one Class A share at $11.50. Concurrently, the company completed private sales of 8,150,000 warrants to the Sponsor and underwriters. The company also appointed four independent directors and placed $172,500,000 (net IPO proceeds plus certain private placement proceeds) in a U.S. trust account for public shareholders.

Key Details

• IPO: 17,250,000 units at $10.00 each; gross proceeds $172,500,000; 2,250,000 units sold via underwriters’ over‑allotment.
• Unit makeup and warrant terms: 1 Class A share + 1/3 warrant per unit; whole warrant exercise price $11.50.
• Private placement: 8,150,000 Private Placement Warrants sold at $0.50 each (7,000,000 to Sponsor for $3,500,000; 1,150,000 to underwriters for $575,000); Private Placement Warrants are non‑redeemable and may be exercisable on a cashless basis.
• Governance and corporate actions: On Jan 5, 2026 the company adopted amended/articles, appointed directors Russell Galbut, Robert Moore, Patsy Chan and Sammy Hsieh (all NYSE‑defined independent), established board committees, and entered indemnification agreements for officers/directors.
• Trust and proceeds: $172,500,000 (comprised of $170,663,000 net IPO proceeds and $1,837,000 of private placement proceeds per the filing) placed in a U.S. trust account for public shareholders. Private Placement Warrants have transfer/exercise restrictions and registration rights as described in the filing.

Why It Matters
This filing shows Black Spade Acquisition III has completed a SPAC-style IPO and funded a trust with the IPO proceeds — a key step that allows the company to pursue an initial business combination. The warrants and private placement allocations to the Sponsor and underwriters may affect future dilution and shareholder economics (exercise terms, cashless exercise, transfer limits, and registration rights are noted). New independent directors and indemnification arrangements establish the company’s governance framework as it moves toward identifying and completing a target business combination.