Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated July 27, 2021, Black Spade Acquisition Co (the “Company”) consummated its initial public offering (“IPO”) of 15,000,000 units (the “Units”) on July 20, 2021. 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 (“Warrant”), 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.
Substantially concurrently with the closing of the IPO, the Company completed the private sale of 6,000,000 warrants (the “Private Placement Warrants”) to Black Spade Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they will be entitled to registration rights.
In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,250,000 additional units to cover over-allotments (the “Option Units”), if any. On August 3, 2021, the underwriters purchased an additional 1,900,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $19,000,000.
Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 380,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds to the Company of $380,000.
A total of $169,000,000 of the proceeds from the sale of the Units, the Option Units, the Private Placement Warrants and the Additional Private Placement Warrants was initially placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. and then transferred for the duration of the transaction into a segregated trust account at Citibank, NA, NY located in the U.S. with Continental Stock Transfer & Trust Company acting as trustee, established for the benefit of the Company’s public shareholders. An audited balance sheet as of July 20, 2021, reflecting receipt of the proceeds upon the consummation of the IPO and the sale of the Private Placement Warrants on July 20, 2021, but not the proceeds from the sale of the Option Units and the Additional Private Placement Warrants on August 3, 2021, had been prepared by the Company and previously filed on a Current Report on Form 8-K. The Company’s unaudited pro forma balance sheet, reflecting receipt of the proceeds from the sale of the Option Units and the Additional Private Placement Warrants on August 3, 2021, is included as Exhibit 99.1 to this Current Report on Form 8-K.
