Black Spade Acquisition III Co filed a Form 8-K on November 2, 2026, disclosing that on October 30, 2026, it issued an unsecured promissory note of up to $200,000 to its sponsor, Black Spade Sponsor LLC III, to fund costs related to a proposed business combination.

Key Highlights

  • Note amount: The company issued an unsecured promissory note for up to $200,000 to Black Spade Sponsor LLC III on October 30, 2026.
  • No interest: According to the filing, the note bears no interest.
  • Maturity date: The note is payable in full upon the earlier of March 31, 2027 or the date the company consummates its Business Combination.
  • Use of proceeds: The filing states proceeds will be used for costs and expenses related to the company's proposed business combination.
  • Prepayment: The principal balance may be prepaid at any time by the company without penalty, according to the filing.
  • Event of default: The filing states that failure to pay within five business days of the Maturity Date, or commencement of a bankruptcy action, constitutes an event of default allowing acceleration of the note.

Black Spade Acquisition III's Unsecured Sponsor Note: Terms and Purpose

Black Spade Acquisition III Co (NYSE:BIII), a Cayman Islands-incorporated special purpose acquisition company headquartered in Hong Kong, reported the issuance of an unsecured promissory note on October 30, 2026. The note, in the amount of up to $200,000, was issued to Black Spade Sponsor LLC III, identified in the filing as the "Payee." The company disclosed that proceeds may be drawn down from time to time prior to the Maturity Date and are designated solely for costs and expenses tied to the company's proposed business combination.

According to the filing, the note carries no interest and becomes fully payable on the earlier of March 31, 2027 or the consummation date of the Business Combination. The company retains the right to prepay the principal at any time without penalty. The filing further specifies that an event of default occurs if the principal is not paid within five business days of the Maturity Date or upon commencement of a voluntary or involuntary bankruptcy action, at which point the note may be accelerated.

The company disclosed that the note was issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The disclosures under Items 1.01 and 2.03 are cross-referenced, and the filing notes that its summary disclosures "are qualified in their entirety by reference to the full text of the Note," which is attached as Exhibit 10.1. The report was signed by Chi Wai Dennis Tam, Executive Chairman of the Board and Co-Chief Executive Officer.

What Was Disclosed

Black Spade Acquisition III Co disclosed the creation of a direct financial obligation: an unsecured, non-interest-bearing promissory note of up to $200,000 issued to its sponsor on October 30, 2026, maturing no later than March 31, 2027 or upon a business combination closing.