SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on August 25, 2026
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13G | |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| |
Black Spade Acquisition III Co (Name of Issuer) | |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) | |
| |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP Number(s): | G1154S103 |
| 1 | Names of Reporting Persons
Black Spade Sponsor LLC III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,120,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) As of March 31, 2026, the Reporting Person may be deemed to beneficially own 5,120,000 Class B Ordinary Shares of the Issuer, representing 22.3% of the total Class A and Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares are automatically convertible into Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as more fully described under the heading "Description of Securities - Founders Shares" in the Issuer's prospectus filed pursuant to Rule 424(b)(4) (File No. 333-290602).
Black Spade Sponsor LLC III is the record holder of the shares reported herein. The three managers of the Reporting Person are Dennis Tam, Zoe Tse and Sammy Hsieh. Each manager has one vote, and the approval of two of the three managers is required to approve an action of the Reporting Person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the Reporting Person. Based upon the foregoing analysis, no individual manager of the Reporting Person exercises voting or dispositive control over any of the securities held by the Reporting Person. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares, and each of them disclaims beneficial ownership of such shares.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Black Spade Acquisition III Co | |
| (b) | Address of issuer's principal executive offices:
Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central Hong Kong 00000 | |
| Item 2. | ||
| (a) | Name of person filing:
Black Spade Sponsor LLC III | |
| (b) | Address or principal business office or, if none, residence:
Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central Hong Kong, 00000 | |
| (c) | Citizenship:
Cayman Islands | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP Number(s):
G1154S103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
5,120,000 | |
| (b) | Percent of class:
22.3% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
5,120,000 | ||
| (ii) Shared power to vote or to direct the vote:
-0- | ||
| (iii) Sole power to dispose or to direct the disposition of:
5,120,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
-0- | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|