00-0000000 false 0001851908 0001851908 2021-09-07 2021-09-07 0001851908 bsaq:RedeemableWarrantsMember 2021-09-07 2021-09-07 0001851908 bsaq:UnitsMember 2021-09-07 2021-09-07 0001851908 us-gaap:CommonClassAMember 2021-09-07 2021-09-07





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 7, 2021




(Exact Name of Registrant as Specified in its Charter)




Cayman Islands   001-40616   N/A

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

Suite 2902, 29/F, The Centrium, 60 Wyndham Street,

Central, Hong Kong

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: + 852 3955 1316

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A ordinary shares, $0.0001 par value, included as part of the units   BSAQ   The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50, included as part of the units   BSAQWS   The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant   BSAQU   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 8.01 Other Events.

As previously reported, on July 20, 2021, Black Spade Acquisition Co (the “Company”), consummated its initial public offering of 15,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (the “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. The Company had granted the underwriters in the initial public offering (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any. On August 3, 2021, the Underwriters exercised the over-allotment option in part and purchased an additional 1,900,000 Units, generating gross proceeds of $19,000,000.

On September 7, 2021, the Company announced that the holders of the Company’s Units may elect to separately trade the Class A Ordinary Shares and Warrants included in the Units commencing on September 7, 2021. Any Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “BSAQU”. Any underlying shares of Class A Ordinary Shares and Warrants that are separated will trade on NYSE under the symbols “BSAQ” and “BSAQWS,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and Warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.


Exhibit No.



99.1    Press Release, dated September 7, 2021.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 7, 2021



/s/ Chi Wai Dennis Tam

  Name: Chi Wai Dennis Tam
  Title: Chairman and Co-Chief Executive Officer