Sponsor holds multi-million-share stake in Black Spade (BIII)

Rhea-AI Filing Summary

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.

Key Figures

Beneficial ownership: 5,120,000 shares Percent of class: 22.3% Sole voting power: 5,120,000 shares +2 more

5 metrics

Beneficial ownership 5,120,000 shares Class B Ordinary Shares beneficially owned as of March 31, 2026

Percent of class 22.3% Percentage of total Class A and Class B Ordinary Shares issued and outstanding

Sole voting power 5,120,000 shares Shares over which Black Spade Sponsor LLC III has sole power to vote

Sole dispositive power 5,120,000 shares Shares over which Black Spade Sponsor LLC III has sole power to dispose

Conversion ratio one-for-one Class B Ordinary Shares automatically convertible into Class A Ordinary Shares

Key Terms

beneficially own, Class B Ordinary Shares, Founders Shares, rule of three, +1 more

5 terms

beneficially own financial

"may be deemed to beneficially own 5,120,000 Class B Ordinary Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Class B Ordinary Shares financial

"beneficially own 5,120,000 Class B Ordinary Shares of the Issuer"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Founders Shares financial

"as more fully described under the heading "Description of Securities - Founders Shares""

Founders shares are a special block of a company’s stock originally given to the people who started the business; they often carry extra voting power or favorable terms compared with regular shares. For investors, these shares matter because they concentrate control and influence how future funding, ownership dilution, and decision-making will play out—think of founders shares as the steering wheel that can steer a company’s direction even as more passengers (investors) climb aboard.

rule of three regulatory

"Under the so-called "rule of three," if voting and dispositive decisions"

dispositive power financial

"Sole Dispositive Power 5,120,000.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

How many shares of BIII does Black Spade Sponsor LLC III beneficially own?

Black Spade Sponsor LLC III may be deemed to beneficially own 5,120,000 Class B Ordinary Shares of Black Spade Acquisition III Co as of March 31, 2026, with sole voting and dispositive power over all of these shares.

What percentage of Black Spade Acquisition III Co (BIII) does the sponsor hold?

Black Spade Sponsor LLC III’s 5,120,000 Class B Ordinary Shares represent 22.3% of the total Class A and Class B Ordinary Shares of Black Spade Acquisition III Co issued and outstanding as of March 31, 2026.

Are the Class B shares of BIII held by the sponsor convertible into Class A shares?

Yes. The Class B Ordinary Shares held by Black Spade Sponsor LLC III are automatically convertible into Class A Ordinary Shares at the time of Black Spade Acquisition III Co’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to adjustment.

Who controls voting and dispositive power over the BIII shares held by the sponsor?

Black Spade Sponsor LLC III has sole voting power over 5,120,000 shares and sole dispositive power over 5,120,000 shares, with no shared voting or dispositive power reported for any of the Class B Ordinary Shares.

Do the managers of Black Spade Sponsor LLC III personally own BIII shares under this filing?

The filing states that under the so‑called “rule of three”, none of the three managers—Dennis Tam, Zoe Tse and Sammy Hsieh—is deemed a beneficial owner of the securities held by Black Spade Sponsor LLC III, and each disclaims beneficial ownership of such shares.

What is the class of securities covered in this BIII Schedule 13G filing?

The Schedule 13G covers Class A Ordinary Shares, par value $0.0001 per share, of Black Spade Acquisition III Co, with the position reported through Class B Ordinary Shares that are convertible into Class A Ordinary Shares.

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Available on EDGAR 08/25/2026 - 07:29 AM Accepted by SEC EDGAR 08/25/2026 - 07:28 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Black Spade Acquisition III Co

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G1154S103

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G1154S103

1

Names of Reporting Persons

Black Spade Sponsor LLC III

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,120,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,120,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,120,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

22.3 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) As of March 31, 2026, the Reporting Person may be deemed to beneficially own 5,120,000 Class B Ordinary Shares of the Issuer, 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 Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities - Founders Shares" in the Issuer's prospectus filed pursuant to Rule 424(b)(4) (File No. 333-290602). Black Spade Sponsor LLC III is the record holder of the shares reported herein. The three managers of the Reporting Person are Dennis Tam, Zoe Tse and Sammy Hsieh. Each manager has one vote, and the approval of two of the three managers is required to approve an action of the Reporting Person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the Reporting Person. Based upon the foregoing analysis, no individual manager of the Reporting Person exercises voting or dispositive control over any of the securities held by the Reporting Person. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares, and each of them disclaims beneficial ownership of such shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Black Spade Acquisition III Co
(b)	Address of issuer's principal executive offices: Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central Hong Kong 00000
Item 2.
(a)	Name of person filing: Black Spade Sponsor LLC III
(b)	Address or principal business office or, if none, residence: Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central Hong Kong, 00000
(c)	Citizenship: Cayman Islands
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP Number(s): G1154S103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,120,000
(b)	Percent of class: 22.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,120,000
	(ii) Shared power to vote or to direct the vote: -0-
	(iii) Sole power to dispose or to direct the disposition of: 5,120,000
	(iv) Shared power to dispose or to direct the disposition of: -0-
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Black Spade Sponsor LLC III

Signature:	/s/ Chi Wai Dennis Tam
Name/Title:	Chi Wai Dennis Tam/Authorized Signatory
Date:	08/25/2026