Black Spade Acquisition III Co will merge with Astrum Space Inc, with Astrum Networks Pte. Ltd. becoming a Subsidiary of the surviving company, which will be renamed Astrum Space Company. Investors should watch lock-up terms covering up to 7,500,000 shares for twelve months and remaining holdings for two years.

Key Highlights

  • Black Spade Acquisition III Co (NYSE: BIII) agreed to merge with Astrum Space Inc under a Business Combination Agreement signed August 27, 2026.
  • Astrum Holding, the sole Shareholder of Astrum Space Inc, committed to vote its shares in favor of the transaction under a shareholders support and lock-up agreement.
  • The Sponsor and other holders of Black Spade III's Class B ordinary shares and private warrants agreed to back the deal, with 3,370,000 Listco shares free of lock-up restrictions immediately at closing.

Black Spade Acquisition III Co (NYSE: BIII) has agreed to merge with Astrum Space Inc, with Astrum Networks Pte. Ltd. The Business Combination Agreement, signed August 27, 2026, calls for Astrum to merge into Black Spade III, which will survive as the Merger Surviving Company. Black Spade III's outstanding units will separate into Class A ordinary shares and warrants, and Class B shares will convert into Class A shares ahead of the deal closing.

The surviving entity is expected to be renamed Astrum Space Company, or another name the parties agree on, and continue trading on the NYSE.

Merger Mechanics And Share Conversion

Each Black Spade III unit outstanding immediately before the merger's effective time will automatically detach. Holders will instead hold one Class A ordinary share, Par Value $0.0001, plus one-third of a redeemable public warrant. Separately, holders of Black Spade III's Class B ordinary shares will convert each share into one Class A ordinary share, after which the Class B shares will be canceled and cease to exist.

Lock-Up Terms For Major Holders

Astrum Holding, the sole shareholder of Astrum, signed a shareholders support and lock-up agreement alongside Black Spade III and Astrum. Under its terms, Astrum Holding agreed to attend shareholder meetings to help establish quorum and to vote its Astrum shares in favor of the combination.

Black Spade III's Sponsor and other holders of its Class B ordinary shares and private warrants entered into a separate sponsor support and lock-up agreement. These parties agreed to attend the extraordinary general meeting to help form quorum and to vote their Black Spade III securities in favor of the transaction. Of the shares the Sponsor will hold immediately after closing, 3,370,000 Listco shares, representing converted Class B ordinary shares, will be free of lock-up restrictions right away, while 1,750,000 additional Listco shares held by the Sponsor will be subject to lock-up restrictions.

Warrant Agreement Amendment Signed

That amendment modifies the original Warrant Agreement between the two parties, which was dated January 5, 2026.

Source(s)

  • https://www.sec.gov/Archives/edgar/data/2087087/000110465926102023/tm2624075d1_8k.htm