Black Spade Acquisition III Co (BIII) registered up to 162,400,000 Class A ordinary shares and 5,750,000 Public Warrants for the primary prospectus; a separate resale prospectus covers up to 5,750,000 shares, 8,150,000 warrants and 8,150,000 shares issuable upon warrant exercise. The proposed transaction merges Astrum Space Inc into BIII, with BIII surviving and changing its name to Astrum Space Company.
At closing, Astrum Holding would receive 100,000,000 shares in exchange for its Astrum shares, and outstanding BIII warrants would continue to entitle holders to buy one combined-company share on the same terms. Closing requires shareholder approvals, listing approval, governmental consents and an effective registration statement, among other conditions. Public shareholders must tender redemption shares at least two business days before the meeting; if the combination is not completed, those shares will not be redeemed for cash.
The disclosed per-share dilution is $3.18 with no redemptions and $12.33 at 100% redemptions. BIII's net tangible book value was $(8,357,382), or $(0.36) per share, as of September 30, 2026, based on 23,000,000 shares outstanding. The Sponsor is entitled to a $3,500,000 transaction bonus upon closing; underwriters may receive deferred fees of up to $6,876,000 from the trust if the combination closes.
Black Spade Acquisition III Co reported net income of $2,115,385 for the nine months ended September 30, 2026, with $4,573,722 of Trust Account interest and $2,458,337 of general and administrative costs. At September 30, 2026, the Trust Account held $177,073,722; cash was $201,559 and the working-capital deficit was $1,481,382.
Black Spade III has a proposed business combination agreement with Astrum Space Inc.; Astrum would merge into Black Spade III, which would survive, and Astrum Networks Pte. Ltd. would become a direct wholly owned subsidiary. The transaction is subject to conditions, and the agreement provides for a $3,500,000 sponsor transaction bonus at closing. The agreement was amended November 5, 2026; the companies filed a Form F-4 on October 15, 2026. The combination deadline is April 7, 2028.
Management said additional funding may be needed and disclosed substantial doubt about the company’s ability to continue as a going concern within one year after the statements were issued. A sponsor note issued October 30, 2026, for up to $200,000 had provided $200,000 by November 5, 2026.
Black Spade Acquisition III Co, Astrum Space Inc. and Astrum Networks Pte. Ltd. amended their business combination agreement on November 5, 2026. The amendment provides for the surviving company to list on either the New York Stock Exchange, including NYSE American, or Nasdaq, including its named markets, as Astrum and Black Spade III mutually agree in writing, including by email.
The proposed transaction calls for Astrum to merge into Black Spade III, which would survive, with Astrum Networks becoming its direct wholly owned subsidiary. Black Spade III has filed a Form F-4 registration statement; after it becomes effective, a definitive proxy statement/prospectus will be sent to shareholders as of a record date to be established.
Black Spade Acquisition III Co (BIII), Astrum Space Inc. and Astrum Networks Pte. Ltd. amended their business combination agreement to provide for listing the Merger Surviving Company on either the New York Stock Exchange, including NYSE American, or The Nasdaq Stock Market LLC, including its Capital Market, Global Market or Global Select Market. Astrum and Black Spade III will mutually agree on the exchange in writing, including by email.
Under the proposed transaction, and subject to the agreement’s terms and conditions, Astrum will merge into Black Spade III, which will survive; Astrum Networks will then become the surviving company’s direct wholly owned subsidiary.
Black Spade Acquisition III Co issued an unsecured promissory note of up to $200,000 to Black Spade Sponsor LLC III. Proceeds may be drawn from time to time before maturity for costs and expenses related to the company’s proposed business combination.
The note bears no interest and is payable in full on the earlier of March 31, 2027 and the date the business combination is consummated. Black Spade Acquisition III Co may prepay the principal at any time without penalty.
A failure to pay principal within five business days of the Maturity Date, or the commencement of a voluntary or involuntary bankruptcy action, is an event of default; the note may then be accelerated.
Black Spade Acquisition III Co proposes a business combination with Astrum Space Inc involving a primary issuance of securities at closing and a separate resale registration for securities held by initial shareholders. If completed, Astrum would merge into Black Spade III, which would survive and be renamed Astrum Space Company; Astrum Networks Pte. Ltd. would become a wholly owned subsidiary. Completion depends on shareholder approval and other closing conditions, including approval for listing the merger consideration shares on the NYSE.
Black Spade Acquisition III Co (BIII), a SPAC, is pursuing a business combination with Astrum Space Inc, which plans to go public via this transaction, expected to close by the end of 2026 subject to regulatory, shareholder and other customary closing conditions.
Astrum announced a delivery services agreement with Impulse Space for NEASTAR-1, a next-generation GEO L-band transmission satellite manifested on a late 2028 Impulse Caravan rideshare mission. After launch on a SpaceX Falcon 9 to low Earth orbit, Impulse’s Helios kick-stage is planned to carry NEASTAR-1 over 20,000 miles to geostationary Earth orbit, targeting operations at the 105°E orbital position.
NEASTAR-1, manufactured by SWISSto12, is designed with a 5-meter unfurlable L-band reflector antenna, configurable regional service beams, and an expected on-orbit life of more than 16 years to support Astrum’s wholesale satellite-to-device broadcast network across the Asia-Pacific region. Astrum’s architecture is intended to leverage 25 MHz of contiguous L-band spectrum and integrate with evolving 5G Multicast Broadcast Service and non-terrestrial network standards.
Black Spade Acquisition III Co (BIII) entered into a Business Combination Agreement with Astrum Space Inc and its Singapore subsidiary under which Astrum will merge into BIII, which will survive as “Astrum Space Company” and list its Class A ordinary shares (“Listco Shares”) on the NYSE under a new ticker.
Astrum Space Holding Inc, Astrum’s sole shareholder, will have its Astrum shares cancelled in exchange for 100,000,000 Listco Shares, and may receive up to 25,500,000 additional Performance Shares if NEASTAR-1 satellite milestones are met between February 2028 and June 2029. Astrum’s founder has committed up to US$168,000,000 of funding for the Astrum group.
At closing, BIII’s sponsor is entitled to a US$3,500,000 transaction bonus. BIII will adopt an equity incentive plan covering up to 20% of fully diluted Listco Shares. The deal includes extensive lock-ups for Astrum Holding and the sponsor, NYSE listing and shareholder approval conditions, and an outside termination date of May 27, 2027.
Black Spade Acquisition III Co (BIII) entered into a Business Combination Agreement with Astrum Space Inc and its Singapore subsidiary under which Astrum will merge into BIII, which will survive and be renamed “Astrum Space Company,” with its ordinary shares expected to trade on the NYSE under a new ticker.
At closing, Astrum’s parent, Astrum Space Holding Inc, will exchange its Astrum shares for 100,000,000 Listco Shares, and, assuming no redemptions, Astrum’s existing shareholders are expected to own over 80% of the combined company. BIII currently has approximately US$172.5 million of cash in trust. All BIII units will separate into Class A shares and warrants, and existing Class B shares will convert into Class A before the merger. All BIII warrants will become exercisable for Listco Shares on existing terms.
The agreement includes an earn-out of up to 25,500,000 Performance Shares for Astrum Holding tied to NEASTAR-1 satellite milestones, an equity incentive plan reserving up to 20% of post-closing fully diluted shares, a founder support commitment of up to US$168,000,000, and a US$3,500,000 sponsor transaction bonus. Closing is subject to NYSE listing approval, shareholder approvals, Form F-4 effectiveness, financing efforts, and customary termination rights, including an outside date of May 27, 2027.
Black Spade Acquisition III Co (BIII) has reported that Black Spade Sponsor LLC III holds a significant stake in the company. As of March 31, 2026, Black Spade Sponsor LLC III may be deemed to beneficially own 5,120,000 Class B Ordinary Shares, representing 22.3% of the total Class A and Class B Ordinary Shares issued and outstanding.
The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares upon the initial business combination of Black Spade Acquisition III Co, or earlier at the holder’s option, on a one-for-one basis, subject to adjustment. The sponsor has sole voting and dispositive power over these 5,120,000 shares. The three managers of the sponsor, Dennis Tam, Zoe Tse and Sammy Hsieh, state that under the “rule of three” they each disclaim beneficial ownership of these securities.