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):
February 6, 2023
BLACK SPADE ACQUISITION CO
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-40616 | 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 | Name of each exchange on which registered | ||
| Class A ordinary shares, $0.0001 par value, included as part of the units | BSAQ | 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 | BSAQWS | The New York Stock Exchange | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | BSAQU | 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 ☒
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 February 3, 2023, Black Spade Acquisition Co (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $550,000 to Black Spade Sponsor LLC (the “Payee”). The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”), will be used for general working capital purposes.
The Note bears no interest and is payable in full upon the occurrence of the consummation of the Company’s Initial Business Combination. A failure to pay the principal within five (5) business days of the date specified above 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 Payee have the option to convert all or a portion of any unpaid and outstanding principal balance of the Note into one or more redeemable warrants (the “Working Capital Warrants”), each warrant exercisable for one Class A ordinary share of the Company at an exercise price of $11.50 per ordinary share. Each Working Capital Warrants would be identical to the warrants issued by the Company to the Payee in the private placement that occurred upon consummation of the Company’s initial public offering.
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 Note.
| Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note dated February 3, 2023, issued by Black Spade Acquisition Co to Black Spade Sponsor LLC | |
| 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: February 6, 2023
| BLACK SPADE ACQUISITION CO | ||
| By: | /s/ Chi Wai Dennis Tam | |
| Name: | Chi Wai Dennis Tam | |
| Title: | Chairman and Co-Chief Executive Officer | |