Black Spade Acquisition III (NYSE: BIII) to trade shares, warrants separately

Rhea-AI Filing Summary

Black Spade Acquisition III is allowing investors to trade its Class A ordinary shares and redeemable warrants separately from its units starting January 29, 2026. The company previously completed an initial public offering of 17,250,000 units at $10.00 per unit, generating $172,500,000 in gross proceeds. Each unit contains one Class A share and one-third of a warrant, with each whole warrant exercisable for one Class A share at $11.50 per share.

Units will continue to trade on the NYSE under the symbol BIIIU, while separated Class A shares and warrants will trade under BIII and BIIIW, respectively. No fractional warrants will be issued, and only whole warrants will trade. Holders who want to separate their units must have their brokers contact Continental Stock Transfer & Trust Company, the transfer agent.

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): January 26, 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		00000
(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 8.01. Other Events.

As previously reported, on January 7, 2026, Black Spade Acquisition III Co (the “Company”), consummated its initial public offering of 17,250,000 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-third 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 $172,500,000.

On January 26, 2026, 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 January 29, 2026. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “BIIIU”. Any underlying shares of Class A Ordinary Shares and Warrants that are separated will trade on the New York Stock Exchange under the symbols “BIII” and “BIIIW,” 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 included hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.		Description
99.1		Press Release, dated January 26, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Date: January 26, 2026

	BLACK SPADE ACQUISITION III CO
	By:	/s/ Chi Wai Dennis Tam
		Name:	Chi Wai Dennis Tam
		Title:	Executive Chairman and Co-Chief Executive Officer

FAQ

What did Black Spade Acquisition III (BIII) announce in this 8-K?

Black Spade Acquisition III announced that holders of its units can begin separately trading the underlying Class A ordinary shares and redeemable warrants starting on January 29, 2026.

When did Black Spade Acquisition III (BIII) complete its IPO and how large was it?

The company completed its initial public offering on January 7, 2026, selling 17,250,000 units at $10.00 per unit, for $172,500,000 in gross proceeds.

What does each Black Spade Acquisition III (BIII) unit consist of?

Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to buy one Class A ordinary share at $11.50 per share.

What are the NYSE trading symbols for Black Spade Acquisition III (BIII) securities?

Units trade on the NYSE under BIIIU. After separation, Class A ordinary shares trade under BIII and redeemable warrants trade under BIIIW.

Will fractional warrants be issued when Black Spade Acquisition III (BIII) units are separated?

No. No fractional warrants will be issued upon separation of the units, and only whole warrants will trade.

How can holders of Black Spade Acquisition III (BIII) units separate their shares and warrants?

Holders must have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent, to separate units into Class A ordinary shares and warrants.

Did Black Spade Acquisition III (BIII) issue a press release about the separate trading?

Yes. A press release dated January 26, 2026, announcing the separate trading of the securities underlying the units is included as Exhibit 99.1.