When does BIII have to repay its sponsor note?

The note is payable in full on the earlier of March 31, 2027 and the date Black Spade Acquisition III Co consummates its business combination. It bears no interest, and the company may prepay the principal at any time without penalty.

What happens if BIII does not repay its sponsor note?

Failure to pay principal within five business days of the Maturity Date, or commencement of a voluntary or involuntary bankruptcy action, is an event of default. The note may then be accelerated.

Black Spade III issues up to $200K sponsor note

Q: What is the maximum amount of BIII’s sponsor note?

The note is for up to $200,000 and was issued to Black Spade Sponsor LLC III. Proceeds may be drawn from time to time before maturity to pay costs and expenses related to the proposed business combination.

Repayment is due at the earlier of March 31, 2027, and consummation of the proposed business combination; the note carries no interest.

Available on EDGAR 11/02/2026 - 08:40 AM EST Accepted by SEC EDGAR 11/02/2026 - 08:40 AM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note amount: Up to $200,000 Outside maturity date: March 31, 2027 Default payment period: Five business days

3 metrics

Promissory note amount Up to $200,000 Issued to Black Spade Sponsor LLC III

Outside maturity date March 31, 2027 The note is payable on this date or upon consummation of the business combination, whichever is earlier

Default payment period Five business days Failure to pay principal within this period of the Maturity Date is an event of default

Key Terms

unsecured promissory note, Maturity Date, event of default

3 terms

unsecured promissory note financial

"issued an unsecured promissory note"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

Maturity Date financial

"such earlier date, the “Maturity Date”"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

event of default financial

"shall be deemed an event of default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

FAQ

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AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 30, 2026

BLACK SPADE ACQUISITION III CO

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-43039		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong		N/A
(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	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value, included as part of the units	BIII	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	BIIIW	The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	BIIIU	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 x

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 1.01 Entry Into A Material Definitive Agreement.

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 30, 2026, Black Spade Acquisition III Co (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $200,000 to Black Spade Sponsor LLC III (the “Payee”). The proceeds of the Note, which may be drawn down from time to time prior to the Maturity Date (as defined below), will be used for costs and expenses related to the Company’s proposed business combination (the “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 the Company consummates its Business Combination (such earlier date, the “Maturity Date”). The principal balance of the Note may be prepaid at any time by the Company 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.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the full text of the Note.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
10.1	Promissory Note dated October 30, 2026, issued by Black Spade Acquisition III Co to Black Spade Sponsor LLC III
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: November 2, 2026

	BLACK SPADE ACQUISITION III CO

	By:	/s/ Chi Wai Dennis Tam
	Name:	Chi Wai Dennis Tam
	Title:	Executive Chairman of the Board and Co-Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 23.4 KB

Black Spade III issues up to $200K sponsor note

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

Key Terms

FAQ

Filing Exhibits & Attachments

Agreements & Contracts

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