Form 424B4 Black Spade Acquisition
Filed in accordance with Rule 424 (b) (4)
Registration number 333-257517
Black spade acquisition company
Black Spade Acquisition Co is a newly incorporated blank check company as an exempt Cayman Islands corporation incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, a reorganization or a similar business combination with one or more businesses or assets, which we call our initial business combination. We have not selected any specific business combination target and we have not, or anyone on our behalf, engaged in substantive discussions, directly or indirectly, with a business combination target relating to a business combination. initial businesses with us. While we may pursue a first business combination opportunity in any industry or region, we are focused on identifying a business combination target that can benefit from the vast collective network, knowledge and experience of our founder and management team that are related to or in the entertainment industry, with a focus on enabling technology, lifestyle brands, products or services and entertainment media (the “target sectors”). While we intend to seize opportunities on a global scale, we will focus on opportunities with existing or future growth potential supported by transformative consumer forces in Asia, an area in which we believe our founder and our management team can make a significant contribution through their extensive network, knowledge and experience. .
This is an initial public offering of our securities. Each unit has an offering price of $ 10.00 and consists of one Class A common share and a half a redeemable subscription warrant. Each whole warrant entitles its holder to purchase one Class A common share at a price of $ 11.50 per share, subject to an adjustment as described herein. Only whole warrants can be exercised. No fractional warrants will be issued upon separation of the units and only whole warrants will be traded. The warrants may be exercised no later than 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or more. early upon redemption or our liquidation, as described here. Subscribers have a 45 days option from the date of this prospectus to purchase up to 2,250,000 additional units to cover over-allotments, if any.
We will offer our public shareholders the option of repurchasing all or part of their Class A common shares upon completion of our initial business combination at a per share price, payable in cash, equal to the total amount then on deposit in the trust account described below two business days prior to the completion of our initial business combination, including interest earned on funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A common shares that have been sold under the units of this offering, which we collectively call our public shares, subject to the limitations and the conditions described herein. If we do not complete our initial business combination within 24 months of the closing of this offering, we will repurchase 100% of the public shares from a per share price, payable in cash, equal to the total amount then deposited into the trust account, including interest earned on funds held in the trust account (less taxes payable and up to $ 100,000 interest to pay costs of dissolution), divided by the number of Public Shares then outstanding, subject to applicable law and certain conditions described in more detail herein.
Our sponsor, Black Spade Sponsor LLC, has committed to purchase a total of 6,000,000 warrants (or 6,450,000 warrants if the underwriters over-allotment option is exercised in full), each of which may be exercised to purchase one Class A common share at $ 11.50 per share, at a price of $ 1.00 per warrant, or $ 6,000,000 in total (or $ 6,450,000 if the over-allotment option is exercised in full), within the framework of a private placement which will close simultaneously with the closing of this offer.
Our original shareholders, which include our sponsor, currently hold a total of 4,312,500 Class B common shares, of which up to 562,500 will be returned to us for no consideration following the closing of this offering, depending on the extent to which the underwriters? the over-allotment option is exercised (including the forfeiture of 123,913 shares out of the 950,000 founder’s shares held by our directors, officers, advisers and employees of the sponsor’s affiliates), which will automatically convert into Class A ordinary shares at the same time as or immediately after the completion of our initial business combination on a one for one base, subject to the adjustments described here. Only holders of Class B common shares will be entitled to vote on any shareholder resolution to appoint or remove directors before or in connection with the completion of our initial business combination. On any other matter put to the vote of our shareholders, holders of Class B common shares and holders of Class A common shares will vote together as one class, except as required by law.
Currently, there is no public market for our units, Class A common shares or warrants. We have been authorized to list our units on the New York Stock Exchange, or NYSE, under the symbol ?? BSAQU ??. We anticipate that our Units will be listed on the NYSE on or after the date of this prospectus. We expect the Class A common shares and the warrants comprising the Units to begin trading separately on the 52nd day following the date of this prospectus (or, if that date is not a business day, the day next business day) unless Citigroup Global Markets Inc., the representative of the Underwriters, advises us of its decision to authorize separate trading sooner, subject to our satisfaction of certain conditions described later herein. Once the securities comprising the Units begin to trade separately, we expect that the Class A Common Shares and Warrants will be listed on the NYSE under the symbols ?? BSAQ ?? and ?? BSAQWS, ??? respectively.
We are an ?? emerging growth company ?? under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See ?? Risk factors ?? starting on page 39 for a discussion of what information should be considered when investing in our securities. Investors will not be entitled to the protections normally afforded to investors in Rule 419 blank check offers.
No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.
Public offer price
Subscription discounts and commissions(1)
Proceeds, before expenses, to Black Spade Acquisition Co
$ 0.20 per Unit, or $ 3,000,000 in the aggregate (or $ 3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full), is payable on the closing of this offering. Includes $ 0.35 per Unit, or $ 5,250,000 in aggregate (or up to $ 6,037,500 in aggregate if the Underwriters’ Over-Allotment Option is exercised in full) payable to the Underwriters for underwriting commissions deferred to be placed in a trust account located in the United States and released to the Underwriters only upon completion of an initial business combination. See as well ?? Subscription ?? for a description of the subscription remuneration payable to subscribers.
Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $ 150,000,000, or $ 172,500,000 if the underwriters ?? the over-allotment option is exercised in full ($ 10.00 per unit in both cases), will be deposited in a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deduction of $ 3,000,000 in subscription rebates and commissions payable on the closing of this offering (or $ 3,450,000 if the underwriters’ over-allotment option is exercised in full) and a total of $ 3,000,000 to pay fees and expenses related to the closing of this offer and for the working capital after the closing of this offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined whether this prospectus is true or complete. Any statement to the contrary is a criminal offense.
The units will be ready for delivery on or around July 20, 2021.
Global Coordinator and Sole Responsible for Bookkeeping
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The date of this prospectus is July 15, 2021.