Black Spade Acquisition III Co
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
BIII$10.11-0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001104659-26-093554
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001104659-26-123056
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 31 previous paragraphs and 46 current paragraphs.
20 unchanged; 9 reworded; 15 added; 1 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 1 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
Recent Development
Current report
Business Combination Agreement
Current report
On August 27, 2026, the Company (or “Black Spade III”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with Astrum Space Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Astrum”), and Astrum Networks Pte. Ltd., a company incorporated under the laws of Singapore and a direct wholly-owned subsidiary of Astrum (“Astrum Singapore”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, Astrum will merge with and into Black Spade III (the “Merger”), with Black Spade III surviving the Merger (the “Merger Surviving Company”), following which Astrum Singapore will become a direct wholly owned subsidiary of the Merger Surviving Company. The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”
Current report
Pursuant to the Business Combination Agreement, among other things, immediately prior to the effective time of the Merger (the “Merger Effective Time”), (i) each unit of Black Spade III (“BIII Unit”) that is issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Class A ordinary share of Black Spade III, par value $0.0001 per share (“BIII Class A Ordinary Share”), and one-third of a redeemable warrant of Black Spade III (“BIII
Current report
Public Warrant”) (the “Unit Separation”); and (ii) each holder of a Class B ordinary share of Black Spade III, par value $0.0001 per share (“BIII Class B Ordinary Share”) that is issued and outstanding immediately prior to the Merger Effective Time will elect to convert each such share into one BIII Class A Ordinary Share, and each BIII Class B Ordinary Share shall no longer be outstanding and shall be canceled, and each former holder of BIII Class B Ordinary Shares shall thereafter cease to have any rights with respect to such BIII Class B Ordinary Shares (the “Conversion”).
Current report
At the Merger Effective Time and as a result of the Merger,
Current report
At the Merger Effective Time, each issued and outstanding warrant of Black Spade III (“BIII Warrant”), including each BIII Public Warrant and each Private Placement Warrant of Black Spade III (“BIII Private Warrant”), will continue to be exercisable for Listco Shares on the same terms and conditions as the applicable BIII Warrant.
Current report
At the Closing, Astrum shall pay, or cause to be paid, to the Sponsor a transaction bonus equal to US$3,500,000 (the “Sponsor Transaction Bonus”) in consideration for the Sponsor’s efforts in facilitating the consummation of the Business Combination. The Sponsor Transaction Bonus shall be deducted from the trust account or paid from Astrum’s available funds concurrently at Closing.
Current report
For the period from August 21, 2025 (inception) through September 30, 2025, we had a net loss of $22,525, which consisted of general and administrative costs.
Current report
Liquidity and Going Concern
Current report
For the period from August 21, 2025 (inception) through September 30, 2025, cash used in operating activities was $0. Net loss of $22,525 was affected by payment of general and administrative costs through promissory note – related party of $10,420. Changes in accrued expenses provided $12,105 of cash for operating activities.
Current report
On October 30, 2026, we issued an unsecured promissory note (the “Note”) in the amount of up to $200,000 to the Sponsor. The proceeds of the Note will be used for costs and expenses related to our 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 we consummate our Business Combination (such earlier date, the “Maturity Date”). The principal balance of the Note may be prepaid at any time by us 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. Up to the date of the unaudited condensed financial statements were issued, we received $200,000 under the Note.
Current report
We account for our Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with ASC 815, “Derivatives and Hedging.” In determining the appropriate accounting classification, management evaluated whether the warrants are indexed to Black Spade III’s own ordinary shares under ASC 815-40-15 and meet the requirements for equity classification under ASC 815-40-25.
Current report
Specifically, management considered the exercise contingencies, exercise price adjustments, anti-dilution provisions, cashless exercise features and redemption provisions, including the differences between the Public Warrants and Private Placement Warrants. Management also evaluated whether the warrants could require cash settlement under circumstances outside the Company’s control, whether sufficient authorized and unissued shares are available for settlement, and the settlement provisions applicable upon a reorganization or business combination.
Current report
Based on its evaluation of the contractual terms and applicable accounting guidance, management determined that both the Public Warrants and Private Placement Warrants qualify for equity classification. Accordingly, the warrants were initially recorded within shareholders’ deficit and are not subsequently remeasured at fair value.
Removed paragraphs (1)
Previous report
Liquidity and Capital Resources
Reworded paragraphs (9)
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the consummation of the Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the consummation of the Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 21, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Current wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 21, 2025 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company and negotiating for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash held
Previous wording
For the three months ended June 30, 2026, we had net income of $848,429, which consists of interest earned on cash held in Trust Account of $1,551,680, partially offset by general and administrative costs of $703,251.
Current wording
For the three months ended September 30, 2026, we had net income of $179,747, which consists of interest earned on cash held in Trust Account of $1,604,947, partially offset by general and administrative costs of $1,425,200.
Previous wording
For the six months ended June 30, 2026, we had net income of $1,935,638, which consists of interest earned on cash held in Trust Account of $2,968,775, partially offset by general and administrative costs of $1,033,137.
Current wording
For the nine months ended September 30, 2026, we had net income of $2,115,385, which consists of interest earned on cash held in Trust Account of $4,573,722, partially offset by general and administrative costs of $2,458,337.
Previous wording
For the six months ended June 30, 2026, cash used in operating activities was $466,324. Net income of $1,935,638 was affected by interest earned on marketable securities held in Trust Account of $2,968,775. Changes in operating assets and liabilities provided $566,813 of cash in operating activities.
Current wording
For the nine months ended September 30, 2026, cash used in operating activities was $903,695. Net income of $2,115,385 was affected by interest earned on cash held in Trust Account of $4,573,722. Changes in operating assets and liabilities provided $1,554,642 of cash for operating activities.
Previous wording
As of June 30, 2026, we had cash held in the Trust Account of $175,468,775 (including $2,968,775 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of September 30, 2026, we had cash held in the Trust Account of $177,073,722 (including $4,573,722 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of June 30, 2026, we had cash of $638,930. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of September 30, 2026, we had cash of $201,559. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor or an affiliate a total of $20,000 per month for office space, utilities and secretarial and administrative support, commencing on January 5, 2026. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Current wording
We had an agreement to pay the Sponsor or an affiliate a total of $20,000 per month for office space, utilities and secretarial and administrative support, commencing on January 5, 2026. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Previous wording
The fair value of the Public Warrants was $2,760,000 or $0.48 per Public Warrant on January 7, 2026. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:
Current wording
We evaluated and classified the warrant instruments under equity treatment at their assigned values. There were 5,750,000 Public Warrants and 8,150,000 Private Placement Warrants outstanding as of September 30, 2026. There were no Public Warrants and Private Placement Warrants currently outstanding as of December 31, 2025. The fair value of the Public Warrants was $2,760,000 or $0.48 per Public Warrant on January 7, 2026. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Current report — wording carried from elsewhere
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We account 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, we 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.