What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-12 · 102 added, 90 removed, 406 unchanged (32% of the section changed)

17 unchanged sentences

Total Liabilities

Commitments (Note 6)

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

17,250,000 shares at redemption value of $ 10.08 and $ 0 per share as of March 31, 2026 and December 31, 2025, respectively

Shareholders’ Equity

17,250,000 and 0 shares at redemption value of $ 10.17 and $ 0 per share as of June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

3 unchanged sentences

150,000,000 shares authorized;

none issued or outstanding (excluding 17,250,000 and none shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively

none issued or outstanding (excluding 17,250,000 and 0 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively

Class B ordinary shares, $ 0.0001 par value;

15,000,000 shares authorized;

5,750,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively (1)

5,750,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in capital

4 unchanged sentences

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

(1) As of December 31, 2025, up to an aggregate of 750,000 Class B ordinary shares was subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

(1) As of December 31, 2025, up to an aggregate of 750,000 Class B ordinary shares were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

On January 7, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

2 unchanged sentences

BLACK SPADE ACQUISITION III CO

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30, 2026

For the Six Months Ended June 30, 2026

General and administrative costs

Loss from operations

( 1,033,137 )

Other income:

1 unchanged sentence

Total other income

Basic weighted average shares outstanding, Class A ordinary shares

Basic net income per share, Class A ordinary shares

Diluted weighted average shares outstanding, Class A ordinary shares

Diluted net income per share, Class A ordinary shares

Basic and diluted weighted average shares outstanding, Class A ordinary shares

Basic and diluted net income per share, Class A ordinary shares

Basic weighted average shares outstanding, Class B ordinary shares (1)

2 unchanged sentences

Diluted net income per share, Class B ordinary shares

(1) As of December 31, 2025, up to an aggregate of 750,000 Class B ordinary shares was subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

(1) As of December 31, 2025, up to an aggregate of 750,000 Class B ordinary shares were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

On January 7, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

2 unchanged sentences

BLACK SPADE ACQUISITION III CO

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

9 unchanged sentences

( 13,914,250 )

Balance — March 31, 2026

Balance — March 31, 2026 (unaudited)

( 6,229,506 )

( 6,228,931 )

(1) As of December 31, 2025, up to an aggregate of 750,000 Class B ordinary shares was subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

Accretion for Class A ordinary shares to redemption amount

( 1,551,680 )

Balance — June 30, 2026 (unaudited)

( 6,932,757 )

( 6,932,182 )

(1) As of December 31, 2025, up to an aggregate of 750,000 Class B ordinary shares were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

On January 7, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

3 unchanged sentences

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows from Operating Activities:

24 unchanged sentences

Cash – End of period

Non-cash Investing and Financing Activities

Deferred underwriting fee payable

Offering costs included in accrued offering costs

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

5 unchanged sentences

The Company will not consummate the initial Business Combination with an entity or business with China operations consolidated through a variable interest entity, or VIE, structure.

As of March 31, 2026, the Company had not commenced any operations.

All activity for the period from August 21, 2025 (inception) through March 31, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of June 30, 2026, the Company had not commenced any operations.

All activity for the period from August 21, 2025 (inception) through June 30, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

1 unchanged sentence

The Company has selected December 31 as its fiscal year end.

The registration statements for the Company’s Initial Public Offering became effective on January 5, 2026.

The registration statement for the Company’s Initial Public Offering became effective on January 5, 2026.

On January 7, 2026, the Company consummated the Initial Public Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option of 2,250,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 .

1 unchanged sentence

Of those 8,150,000 Private Placement Warrants, the Sponsor purchased 7,000,000 Private Placement Warrants and the underwriters purchased 1,150,000 Private Placement Warrants.

Transaction costs amounted to $ 9,912,668 , consisting of $ 2,292,000 of cash underwriting fee, $ 6,876,000 of deferred underwriting fee and $ 744,668 of other offering costs.

Transaction costs amounted to $ 9,912,668 , consisting of $ 2,292,000 of cash underwriting fees, $ 6,876,000 of deferred underwriting fees and $ 744,668 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

9 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

14 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Sponsor, directors, officers, and certain employees of Sponsor’s affiliates have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

12 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 7, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 16, 2026.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Going Concern

The Company’s liquidity needs up to January 7, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 250,000 (see Note 5).

As of March 31, 2026, the Company had $ 725,467 in cash and had a working capital of $ 647,069 .

As of June 30, 2026, the Company had $ 638,930 in cash and had a working capital deficit of $ 56,182 .

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

discretion, up to $ 3,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $ 0.50 per warrant.

1 unchanged sentence

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of March 31, 2026 and December 31, 2025, there were no amounts outstanding under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, there were no amounts outstanding under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company believes it may need to raise additional funds in order to meet the expenditures required for operating its business.

11 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 725,467 and $ 3,279,258 in cash, and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 638,930 and $ 3,279,258 in cash, and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Cash Held in Trust Account

As of March 31, 2026, the assets held in the Trust Account, amounting to $ 173,917,095 , are held in cash.

As of June 30, 2026, the assets held in the Trust Account, amounting to $ 175,468,775 , are held in cash.

As of December 31, 2025, there were no assets held in the Trust Account.

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements.

The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements.

Making estimates requires management to exercise significant judgment.

12 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit.

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

3 unchanged sentences

( 9,737,155 )

Remeasurement of carrying value to redemption value

Accretion for Class A ordinary shares to redemption amount

Class A ordinary shares subject to possible redemption, March 31, 2026

Accretion for Class A ordinary shares to redemption amount

Class A ordinary shares subject to possible redemption, June 30, 2026

BLACK SPADE ACQUISITION III CO

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

6 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

As such, the Company’s tax provision was zero for the periods presented.

Net Income per Ordinary Share

7 unchanged sentences

For the Three Months Ended

March 31, 2026

For the Six Months Ended

June 30, 2026

Basic net income per ordinary share

Allocation of net income, as adjusted

Allocation of net income

Basic weighted average shares outstanding

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

For the Three Months Ended

March 31, 2026

For the Six Months Ended

June 30, 2026

Diluted net income per ordinary share

Allocation of net income, as adjusted

Allocation of net income

Diluted weighted average shares outstanding

3 unchanged sentences

Warrant Instruments

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

There are 5,750,000 Public Warrants and 8,150,000 Private Placement Warrants currently outstanding as of March 31, 2026.

The Company accounts for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

There are 5,750,000 Public Warrants and 8,150,000 Private Placement Warrants currently outstanding as of June 30, 2026.

There are no Public Warrants and Private Placement Warrants currently outstanding as of December 31, 2025.

Share-Based Compensation

6 unchanged sentences

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the unaudited condensed statement of operations.

Share-based compensation expenses are included in general and administrative costs in the unaudited condensed statements of operations.

Recent Accounting Standards

1 unchanged sentence

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the closing of Initial Public Offering on January 7, 2026, the Company sold 17,250,000 Units including 2,250,000 Units for the full close of the underwriters’ overallotment option, at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 .

Pursuant to the closing of Initial Public Offering on January 7, 2026, the Company sold 17,250,000 Units including 2,250,000 Units for the full close of the underwriters’ over-allotment option, at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 .

Each Unit consists of one Class A ordinary share and one -third of one redeemable warrant (“Public Warrant”).

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

NOTE 4 — PRIVATE PLACEMENTS

18 unchanged sentences

The Founder Shares were assigned subject to a performance condition (i.e., the occurrence of a Business Combination).

Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

As of March 31, 2026 and December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

As of June 30, 2026 and December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Sponsor, directors, officers, and certain employees of Sponsor’s affiliates have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) six months after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub - divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

(A) six months after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

BLACK SPADE ACQUISITION III CO

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Promissory Note — Related Party

6 unchanged sentences

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the three months ended March 31, 2026, the Company incurred $ 57,419 in administrative support fees.

As of March 31, 2026 and December 31, 2025, the Company incurred $ 57,419 and $ 0 in administrative fees respectively, and which are included in accrued expenses in the accompanying condensed balance sheets.

For the three and six months ended June 30, 2026, the Company incurred $ 60,000 and $ 117,419 in administrative support fees, respectively.

As of June 30, 2026 and December 31, 2025, $ 60,000 and $ 0 administrative fees were unpaid and included in accrued expenses in the accompanying condensed balance sheets.

Working Capital Loans

4 unchanged sentences

As of March 31, 2026, there is no amount outstanding under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, there is no amount outstanding under the Working Capital Loans.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risk and Uncertainties

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and increasing military conflicts in the Middle East.

2 unchanged sentences

The invasion of Ukraine by Russia and Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber – attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Furthermore, changes to policy implemented by the U.S.

13 unchanged sentences

In response to tariffs, other countries have implemented retaliatory tariffs on U.S.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act.

FASB ASC 740 requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently evaluating the impact of the new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s unaudited condensed financial statements.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, and tariff on imports from foreign countries could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

2 unchanged sentences

The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain “piggy - back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.

4 unchanged sentences

Pursuant to the underwriting agreement dated January 5, 2026, the Sponsor and underwriters have agreed that solely for the purpose of determining the underwriters’ discounts and commissions, the 60,000 Units shall be considered sold to investors identified and referred or otherwise directly introduced by the Company or the Sponsor and such investors are not known to the Company or the Sponsor by reason of previous introduction by the underwriters (“Excluded Investors”), at the offering price of $ 10.00 per Unit.

BLACK SPADE ACQUISITION III CO

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

The underwriters were paid in cash an underwriting discount of $ 2,292,000 , net of the cash underwriting discount of $ 8,000 for Units sold to Excluded Investors.

1 unchanged sentence

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination.

BLACK SPADE ACQUISITION III CO

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Simultaneously with the closing of the Initial Public Offering on January 7, 2026, the underwriters purchased 1,150,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at $ 0.50 per Private Placement Warrant, generating gross proceeds of $ 575,000 .

2 unchanged sentences

Such Private Placement Warrants are subject to lock-up restrictions, as required by FINRA Rule 5110(e)(1) and may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness of the registration statement, except as provided in FINRA Rule 5110(e)(2).

The underwriters are entitled under the registration rights agreement to demand and “piggy - back” resale registration rights.

The underwriters may not exercise their demand and “piggy - back” registration rights after five and seven years , respectively, after the commencement of sales in the Initial Public Offering and may not exercise their demand rights on more than one occasion.

The underwriters are entitled under the registration rights agreement to demand and “piggyback” resale registration rights.

The underwriters may not exercise their demand and “piggyback” registration rights after five and seven years , respectively, after the commencement of sales in the Initial Public Offering and may not exercise their demand rights on more than one occasion.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,500,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 150,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding the 17,250,000 and 0 shares subject to possible redemption, respectively.

As of June 30, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding the 17,250,000 and 0 shares subject to possible redemption, respectively.

Class B Ordinary Shares — The Company is authorized to issue 15,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each share.

As of March 31, 2026 and December 31, 2025, there were 5,750,000 Class B ordinary shares issued and outstanding.

As of December 31, 2025, an aggregate of up to 750,000 Class B ordinary shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares will equal 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

As of June 30, 2026 and December 31, 2025, there were 5,750,000 Class B ordinary shares issued and outstanding.

As of December 31, 2025, an aggregate of up to 750,000 Class B ordinary shares was subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares will equal 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.

On January 7, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

The Class B ordinary shares will convert into Class A ordinary shares concurrently with or immediately following the initial Business Combination, or earlier at the option of the holder, on a one -for-one basis, subject to adjustment for share sub - divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

JUNE 30, 2026

The Class B ordinary shares will convert into Class A ordinary shares concurrently with or immediately following the initial Business Combination, or earlier at the option of the holder, on a one -for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 25 % of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issuable upon conversion of the Class B ordinary shares issued and outstanding upon the completion of the Initial Public Offering, plus (iii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (including securities issued or issuable pursuant to forward purchase agreements or backstop arrangements the Company may enter into prior to or following consummation of the Initial Public Offering but excluding the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, upon conversion of Working Capital Loans, minus (iv) the number of Class A ordinary shares redeemed by public shareholders;

1 unchanged sentence

NOTE 8 — WARRANTS

As of March 31, 2026, there were 13,900,000 warrants outstanding, including 5,750,000 of Public Warrants and 8,150,000 of Private Placement Warrants.

As of June 30, 2026, there were 13,900,000 warrants outstanding, including 5,750,000 of Public Warrants and 8,150,000 of Private Placement Warrants.

As of December 31, 2025, there were no warrants outstanding in Public Warrants and Private Placement Warrants .

Public Warrants may only be exercised for a whole number of shares.

9 unchanged sentences

● at a price of $ 0.01 per Public Warrant;

● upon a minimum of 30 days’ prior written notice of redemption, or the 30 - day redemption period to each warrant holder;

BLACK SPADE ACQUISITION III CO

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

● upon a minimum of 30 days’ prior written notice of redemption, or the 30 - day redemption period to each warrant holder;

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of ordinary shares and equity-linked securities for capital raising purposes in connection with the completion of the initial Business Combination) (which is referred to as the “Reference Value”) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

11 unchanged sentences

Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statement of operations as net income or loss.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statements of operations as net income or loss.

The measure of segment assets is reported on the condensed balance sheets as total assets.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities.

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Interest earned on cash held in Trust Account

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs as reported on the unaudited condensed statement of operations, are the significant segment expenses provided to CODM on a regular basis.

The CODM reviews interest earned on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

NOTE 10 — FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2026

December 31, 2025

Cash held in Trust Account

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

BLACK SPADE ACQUISITION III CO

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

The fair value of the Public Warrants is $ 2,760,000 or $ 0.48 per Public Warrant on January 7, 2026.

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Selected volatility

BLACK SPADE ACQUISITION III CO

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through May 12, 2026, the date that the unaudited condensed financial statements were issued.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through August 10, 2026, the date that the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements