Item 5. Other Information
Item 5. Other Information
N o n e
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description of Exhibit
1.1
Underwriting Agreement, dated January 5, 2026, among the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representatives of the several underwriters, including Chardan Capital Markets, LLC. (1)
3.1
Amended and Restated Memorandum and Articles of Association. (1)
4.1
Warrant Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)
10.1
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Chi Wai Dennis Tam. (1)
10.2
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Shing Joe Kester Ng. (1)
10.3
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Richard Kirby Taylor. (1)
10.4
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Yuen Wai Samuel Tsang. (1)
10.5
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Chung Yik Lee. (1)
10.6
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Luxi Li. (1)
10.7
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Sek Yan Ho. (1)
10.8
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Chiu Yi Zoe Tse. (1)
10.9
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Po Yi Patsy Chan. (1)
10.10
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Russell William Galbut. (1)
10.11
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Robert Steven Moore. (1)
10.12
A Letter Agreement, dated January 5, 2026, among the Company, the Sponsor and Wing Hong Sammy Hsieh. (1)
10.13
Investment Management Trust Agreement, dated January 5, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.14
Registration Rights Agreement, dated January 5, 2026, between the Company and certain security holders. (1)
10.15
Sponsor Warrants Purchase Agreement, dated January 5, 2026, between the Company and Black Spade Sponsor LLC III. (1)
10.16
Private Placement Warrants Purchase Agreement, dated January 5, 2026, among the Company and the Underwriters (1)
10.17
Administrative Services Agreement, dated January 5, 2026, between the Company and Black Spade Sponsor LLC III. (1)
10.18
Indemnity Agreement, dated January 5, 2026, between the Company and Chi Wai Dennis Tam. (1)
10.19
Indemnity Agreement, dated January 5, 2026, between the Company and Shing Joe Kester Ng. (1)
10.20
Indemnity Agreement, dated January 5, 2026, between the Company and Richard Kirby Taylor. (1)
10.21
Indemnity Agreement, dated January 5, 2026, between the Company and Russell William Galbut. (1)
10.22
Indemnity Agreement, dated January 5, 2026, between the Company and Robert Steven Moore. (1)
10.23
Indemnity Agreement, dated January 5, 2026, between the Company and Po Yi Patsy Chan. (1)
10.24
Indemnity Agreement, dated January 5, 2026, between the Company and Wing Hong Sammy Hsieh. (1)
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
*
Filed herewith.
(1)
Previously filed as an exhibit to our Current Report on Form 8-K filed on January 9, 2026 and incorporated by reference herein.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BLACK SPADE ACQUISITION III CO
Date: August 10, 2026
By:
/s/ Chi Wai Dennis Tam
Name:
Chi Wai Dennis Tam
Title:
Chairman and Co-Chief Executive Officer
(Principal Executive Officer)
Date: August 10, 2026
By:
/s/ Shing Joe Kester Ng
Name:
Shing Joe Kester Ng
Title:
Co-Chief Executive Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.