Black Spade Acquisition Co Form 424B4 Filed 2021-07-16
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SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 2021-07-16 SEC Accession No. 0001193125-21-217273 (HTML Version on secdatabase.com) FILER Black Spade Acquisition Co Mailing Address Business Address SUITE 2902, 29/F, THE SUITE 2902, 29/F, THE CIK:1851908| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 CENTRIUM CENTRIUM Type: 424B4 | Act: 33 | File No.: 333-257517 | Film No.: 211095228 60 WYNDHAM STREET, 60 WYNDHAM STREET, SIC: 6770 Blank checks CENTRAL CENTRAL HONG KONG K3 00000 HONG KONG K3 00000 852 3955 1316 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257517 PROSPECTUS $150,000,000 Black Spade Acquisition Co 15,000,000 Units Black Spade Acquisition Co is a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination opportunity in any industry or any region, we are focused on identifying a business combination target that can benefit from the extensive collective network, knowledge and experience of our founder and management team that is 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 pursue opportunities globally, we will focus on opportunities with existing or future growth potential underpinned by the transformative consumption forces in Asia, an area in which we believe our founder and management team can contribute significantly with 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 ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 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 earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 2,250,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the 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 ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we do not complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Black Spade Sponsor LLC, has committed to purchase an aggregate of 6,000,000 warrants (or 6,450,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,000,000 in the aggregate (or $6,450,000 if the underwriters over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Our initial shareholders, which include our sponsor, currently own an aggregate of 4,312,500 Class B ordinary shares, up to 562,500 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters over-allotment option is exercised (including the forfeiture of 123,913 shares out of 950,000 founder shares held by our directors, officers, advisors and employees of sponsors affiliates), which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to vote on any resolution of shareholders to appoint or remove directors prior to or in connection with the completion of our initial business combination. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. Currently, there is no public market for our units, Class A ordinary shares or warrants. We have been approved to list our units on The New York Stock Exchange, or NYSE, under the symbol BSAQU. We expect that our units will be listed on NYSE on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup Global Markets Inc., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on 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 beginning on page 39 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. Per Unit Total Public offering price $ 10.00 $150,000,000 Underwriting discounts and commissions(1) $ 0.55 $8,250,000 Proceeds, before expenses, to Black Spade Acquisition Co $ 9.45 $141,750,000 (1) $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 upon the closing of this offering. Includes $0.35 per unit, or $5,250,000 in the aggregate (or up to $6,037,500 in the aggregate if the underwriters over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. See also Underwriting for a description of underwriting compensation payable to the underwriters. 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 over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $3,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $3,450,000 if the underwriters over-allotment option is exercised in full) and an aggregate of $3,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The units will be ready for delivery on or about July 20, 2021. Global Coordinator and Sole Book-running Manager Citigroup Co-managers JonesTrading Loop Capital Markets The