As submitted confidentially with the U.S. Securities and Exchange Commission on September 11, 2026.

This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________________

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________________________

Black Spade Acquisition III Co
(Exact Name of Registrant as Specified in Its Charter)

____________________________________________

Suite 2902, 29/F, The Centrium
60 Wyndham Street, Central
Hong Kong
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

____________________________________________

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________________

Copies to:

____________________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

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†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CO-REGISTRANT TABLE

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(1)      The Co-Registrant has the following principal executive office:

60 Paya Lebar Road #07-13, Paya Lebar Square
Singapore 409051

Tel: +65 3106 1160

(2)      The agent for service for the Co-Registrant is: [*]

[*]

Tel: [*]

EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

•        Primary Offering Prospectus.    A primary offering prospectus of Black Spade Acquisition III Co with respect to the issuance of up to [*] Class A Ordinary Shares in connection with the completion of the Business Combination or issuable upon the exercise of [*] Warrants; and

•        Resale Prospectus.    A resale prospectus with respect to the resale by the Selling Securityholders named therein of up to [*] Class A Ordinary Shares and [*] Warrants.

The resale prospectus is substantively identical to the primary offering prospectus, except for the following:

•        the resale prospectus contains a different cover page;

•        a “Selling Securityholders” section is included in the resale prospectus; and

•        a “Plan of Distribution” section is included in the resale prospectus.

This registration statement includes a set of alternate pages after the end of the primary offering prospectus (the “Alternate Pages”) that form a part of the resale prospectus and not the primary offering prospectus. The primary offering prospectus excludes the Alternate Pages and will be used for the primary offering by the combined company. The resale prospectus adds and substitutes the Alternate Pages and will be used for the resale offering by the Selling Securityholders named therein.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

PROXY STATEMENT/PROSPECTUS, DATED [*], 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
OF

BLACK SPADE ACQUISITION III CO
(A CAYMAN ISLANDS EXEMPTED COMPANY)

and

PROSPECTUS FOR UP TO [*] CLASS A ORDINARY SHARES

Dear Black Spade Acquisition III Co Shareholders:

The board of directors of Black Spade Acquisition III Co, a Cayman Islands exempted company (“Black Spade III”), has unanimously approved the business combination agreement, dated as of August 27, 2026, by and among Black Spade III, Astrum Space Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Astrum”), and Astrum Networks Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a direct wholly-owned subsidiary of Astrum (“Astrum Singapore”) (as amended from time to time, the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, Astrum will merge with and into Black Spade III, with Black Spade III as the surviving company of the merger (the “Business Combination”). We refer to the surviving company as the “combined company.” As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”), Astrum Singapore will become a wholly owned subsidiary of the combined company, and the combined company will change its name to Astrum Space Company.

Black Spade III is holding an extraordinary general meeting in order to obtain the shareholder approvals necessary to complete the Business Combination. At the Black Spade III extraordinary general meeting, which will be held virtually on            , 2026, at [*] a.m., Eastern time, via live webcast at [*], Black Spade III will ask its shareholders to approve and adopt the Business Combination Agreement, the Business Combination and the Transactions and to approve the other proposals described in the accompanying proxy statement/prospectus. You will need the 12-digit meeting control number that is printed on your proxy card to enter the extraordinary general meeting. Black Spade III recommends that you log in at least 15 minutes before the extraordinary general meeting to ensure you are logged in when the extraordinary general meeting starts. Please note that, being a virtual meeting, you will not be able to attend the extraordinary general meeting in person.

Pursuant to the Business Combination Agreement, among other things, immediately prior to the Merger Effective Time (as defined in the Business Combination Agreement):

•        each BIII Unit that is issued and outstanding immediately prior to the Merger Effective Time will be automatically detached and the holder thereof will be deemed to hold one BIII Class A Ordinary Share and one-third of a BIII Public Warrant in accordance with the terms of the BIII Unit (the “Unit Separation”); and

•        each holder of a BIII Class B Ordinary Share that is issued and outstanding immediately prior to the Merger Effective Time will elect to convert each such share into one BIII Class A Ordinary Share pursuant to the BIII Articles, and each BIII Class B Ordinary Share will no longer be outstanding and will be cancelled, and each former holder of BIII Class B Ordinary Shares will thereafter cease to have any rights with respect to such BIII Class B Ordinary Shares (the “Conversion”);

Pursuant to the Business Combination Agreement, at the Merger Effective Time and as a result of the Merger:

•        each BIII Class A Ordinary Share (including the BIII Class A Ordinary Shares issued as a result of the Conversion) that is issued and outstanding immediately prior to the Merger Effective Time (other than BIII Excluded Shares and BIII Redeeming Shares) will remain issued and outstanding, and each holder thereof will continue to hold such shares as Class A Ordinary Shares of the Merger Surviving Company (“Listco Shares”);

•        the ordinary shares of Astrum that are issued and outstanding immediately prior to the Merger Effective Time, all of which are held by Astrum Space Holding Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Astrum Holding”), will be cancelled in exchange for the right of Astrum Holding to receive a total of 100,000,000 validly issued, fully paid and non-assessable Listco Shares (the “Merger Consideration Shares”);

•        each BIII Redeeming Share that is issued and outstanding immediately prior to the Merger Effective Time will be cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata share of the BIII Shareholder Redemption Amount in accordance with the BIII Articles;

•        each BIII Class A Ordinary Share that is held as treasury shares by Black Spade III, including shares redeemed by Black Spade III in connection with the exercise of BIII Shareholder Redemption Rights (if any) (collectively, the “BIII Excluded Shares”), will be cancelled and cease to exist, and no consideration will be paid or payable with respect thereto; and

•        each whole BIII Warrant (including each BIII Public Warrant and each BIII Private Warrant) that is issued and outstanding and unexercised immediately prior to the Merger Effective Time will remain outstanding and will continue to represent the right to purchase one Listco Share on the same terms and conditions as in effect immediately prior to the Merger Effective Time.

Black Spade III’s Class A Ordinary Shares, units and public warrants are currently listed on The New York Stock Exchange (“NYSE”) under the symbols “BIII,” “BIIIU,” and “BIIIW,” respectively. Astrum Space Inc is not currently a public reporting company. However, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Transactions (“Closing”), the combined company will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It is a condition of the consummation of the Business Combination that the Merger Consideration Shares are approved for listing on the NYSE. The Class A Ordinary Shares and Warrants of the combined company are expected to be listed on the NYSE under the symbols “ASCO” and “ASCO WS,” respectively, to be effective at the consummation of the Business Combination. While trading is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that the combined company’s securities will be listed on the NYSE or that a viable and active trading market will develop.

This proxy statement/prospectus covers Class A Ordinary Shares issuable to securityholders of Astrum and Black Spade III, respectively, as described above. Accordingly, Black Spade III is registering an aggregate of [*] Class A Ordinary Shares in connection with the completion of the Business Combination or issuable upon the exercise of [*] Warrants.

The combined company will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

The combined company will also be a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, officers, directors and principal shareholders of the combined company will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, the combined company will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Upon completion of the Business Combination, Astrum Holding, as the sole shareholder of Astrum, will hold 100,000,000 Class A Ordinary Shares of the combined company. Under the “no redemptions” scenario, the 25%, 50% and 75% redemption scenarios and the maximum redemption scenario, Astrum Holding would hold 81.1%, 84.3%, 87.5%, 90.9%, 94.6%, respectively, of the total outstanding Class A Ordinary Shares (without taking into account the dilutive impact of additional dilution described above and elsewhere in this proxy statement/prospectus). For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities — The combined company.” The combined company is expected to be a “controlled company” within the meaning of the rules of the NYSE and may elect not to comply with certain corporate governance standards.

For so long as the combined company remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including (i) an exemption from the rule that a majority of its board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; (iii) an exemption from the rule that the compensation committee must be comprised solely of independent directors and (iv) an exemption from the requirement that an audit committee be comprised of at least three members under applicable stock exchange rules.

Black Spade III’s net tangible book value as of June 30, 2026 was $(6,932,182), or $(0.30) per share, based on 23,000,000 Black Spade III Ordinary Shares outstanding as of that date.

The following table illustrates the changes in net tangible book value and dilution to existing shareholders at varying redemption levels.

The following table illustrates the as adjusted net tangible book value to Black Spade III’s Shareholders and decrease in net tangible book value to Black Spade III’s Shareholders:

To the extent that additional shares are issued pursuant to the foregoing, Black Spade III’s Shareholders will experience further dilution. In addition, Black Spade III may enter into other transactions. To the extent it issues such securities, investors and Black Spade III’s Shareholders may experience further dilution.

The following table presents all possible sources and the extent of dilution that Black Spade III Shareholders who elect not to redeem their shares may experience in connection with the business combination, including sources not included in the tables above with respect to the determination of net tangible book value per share.

____________

(1)      Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Redemption Scenario, (ii) 4,312,500 shares under the 25% Redemptions Scenario, (iii) 8,625,000 shares under the 50% Redemptions Scenario, (iv) 12,937,500 shares under the 75% Redemptions Scenario, and (v) 17,250,000 shares under the 100% Redemptions Scenario.

(2)      Includes the 5,750,000 shares underlying the Public Warrants and the 17,250,000 Public Shares outstanding.

(3)      Includes the 8,150,000 shares underlying the Private Placement Warrants and the 5,750,000 Founder Shares outstanding.

(4)      Includes the 25,500,000 Performance Shares (as defined below).

Black Spade III issued shares in an initial registered offering at $10.00 per share. After giving effect to the IPO, the issued and outstanding Public Shares of Black Spade III are 17,250,000, assuming no redemption. In connection with the de-SPAC transaction, an aggregate of 100,000,000 shares will be issued to Astrum Shareholders, assuming no redemption. Redemption levels of 0%, 25%, 50%, 75% and 100% have been disclosed in the table below as required by Item 1604(c).

For purposes of Item 1604(c)(1), the combined company would have 123,000,000 total shares after giving effect to the de-SPAC transaction under the no redemption scenario. Where there are no redemptions, the company valuation is based on Black Spade III’s offering price of the securities in the initial registered offering of $10.00 per

share and is therefore calculated as: $10.00 (per share IPO price) times 123,000,000 shares, or $1,230.0 million. The following table illustrates the valuation at the offering price of the securities in the initial registered offering of $10.00 per share for each redemption scenario (in thousands, except share and per share data):

The required disclosure is not a guarantee that the trading price of the combined company will not be below the IPO offering price of Black Spade III, nor is the disclosure a guarantee that the company valuation will attain one of the stated levels of valuation.

Compensation Received by the Sponsor and its Affiliates

Black Spade III’s sponsor is Black Spade Sponsor LLC III (the “Sponsor”), a limited liability company registered under the laws of the Cayman Islands. On September 5, 2025, the Sponsor purchased 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. On December 9, 2025, the Sponsor transferred an aggregate of 630,000 Founder Shares to Black Spade III’s directors and officers and certain employees of the Sponsor’s affiliates, at a price of $0.004 per share. The Sponsor currently holds 5,120,000 BIII Class B Ordinary Shares and 7,000,000 Private Placement Warrants, and the Initial Shareholders collectively hold 5,750,000 Founder Shares. Upon the completion of the Business Combination, the Sponsor and the Sponsor Related Parties will hold a total of 5,750,000 Class A Ordinary Shares and 7,000,000 Warrants of the combined company.

The retention of shares by the Sponsor and the Sponsor Related Parties will not result in a material dilution of the equity interests of non-redeeming Black Spade III Shareholders. For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities — The Combined Company.”

Under the Business Combination Agreement, upon Closing, the Sponsor will be entitled to receive a transaction bonus equal to US$3,500,000 from Astrum in consideration for the Sponsor’s efforts in facilitating the consummation of the Business Combination. Such payment will be deducted from the Trust Account or paid from Astrum’s available funds.

Conflicts of Interest

Since the Sponsor and the Sponsor Related Parties have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of BIII Class A Ordinary Shares, a conflict of interest may exist in determining whether the Business Combination with Astrum is appropriate. Such interests include that the Sponsor and Sponsor Related Parties will lose their entire investment in Black Spade III if Black Spade III does not complete a business combination. When you consider the recommendation of the Black Spade III Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Sponsor Related Parties have interests in such proposal that are different from, or in addition to (which may conflict with), those of the Black Spade III Shareholders generally. See “Proposal One — The Business Combination Proposal — Interests of Black Spade III’s Directors and Officers in the Business Combination.”

These conflicts of interest include, among other things, the interests listed below:

•        if Black Spade III is unable to complete a business combination within the Completion Window, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Black Spade III for services rendered or contracted for or for products sold to Black Spade III, but only if such a vendor or target business has not executed a waiver. If Black Spade III consummates a business combination, on the other hand, Black Spade III will be liable for all such claims;

•        the beneficial ownership of the Sponsor and the Sponsor Related Parties of an aggregate of 5,750,000 BIII Class B Ordinary Shares and 7,000,000 Private Placement Warrants, which shares and warrants were originally acquired by the Sponsor for an aggregate investment of $3,525,000 at the time of Black Spade III’s formation and Black Spade III’s IPO and would become worthless if Black Spade III does not complete a business combination within the Completion Window, as such shareholders have waived any redemption right with respect to those shares and the Private Placement Warrants would expire worthless. After giving effect to the Business Combination, the Sponsor and Sponsor Related Parties would own up to an aggregate of 5,750,000 of the combined company’s Class A Ordinary Shares and 7,000,000 Warrants of the combined company. Such shares (including shares underlying warrants) have an aggregate market value of approximately $            , based on the Closing Price of BIII Class A Ordinary Shares of $            on NYSE on            , 2026;

•        under the Business Combination Agreement, upon Closing, the Sponsor will be entitled to receive a transaction bonus equal to $3,500,000 from Astrum in consideration for the Sponsor’s efforts in facilitating the consummation of the Business Combination. Such payment will be deducted from the Trust Account or paid from Astrum’s available funds;

•        the Sponsor and the Sponsor Related Parties will benefit from the completion of a business combination within the Completion Window, and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate (in which case the Sponsor and the Sponsor Related Parties will lose their entire investment in Black Spade III);

•        given the difference between the purchase price that the Sponsor initially paid for the Founder Shares and the price of the BIII Public Shares and considering that the Sponsor and the Sponsor Related Parties would receive a substantial amount of the Class A Ordinary Shares of the combined company in connection with the Business Combination, the Sponsor and the Sponsor Related Parties may earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the combined company;

•        the continued indemnification of current directors and officers of Black Spade III and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor and Black Spade III’s officers and directors and their respective affiliates will be reimbursed for out-of-pocket expenses incurred in connection with activities on Black Spade III’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, with all expenses incurred by the Sponsor and its affiliates on behalf of Black Spade III booked and carried on the financial statements of Black Spade III. As of [•], there were $[•] of unpaid reimbursable expenses; and

•        Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), and Chardan Capital Markets, LLC, as underwriters of Black Spade III’s IPO, are entitled to a deferred underwriting fee up to $6,876,000, which will be payable from the amounts held in the Trust Account solely in the event that Black Spade III completes a business combination, and purchased 1,150,000 Private Placement Warrants at a price of $0.50 per warrant at the time of Black Spade III’s IPO. Shares underlying such warrants have an aggregate market value of approximately $            , based on the Closing Price of BIII Class A Ordinary Shares of $            on NYSE on            , 2026.

These interests may influence Black Spade III’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby. These interests were considered by the Black Spade III Board when it approved the Business Combination. See “Proposal One — The Business Combination Proposal — Interests of Black Spade III’s Directors and Officers in the Business Combination.”

Each of the Sponsor and certain other holders of BIII Class B Ordinary Shares and BIII Private Warrants (each, and together with the Sponsor, the “Sponsor Related Parties”) has agreed, pursuant to the terms of the Sponsor Support Agreement, to vote its, his or her BIII Class B Ordinary Shares, and any other BIII securities acquired by such Sponsor Related Party, in favor of each of the proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals), including the approval and adoption of the Business Combination Agreement and the Business Combination. As a result of such agreement, Black Spade III would need _________, or ___% (assuming all issued and outstanding BIII Shares are voted), or _______, or ____% (assuming only the minimum number of BIII Shares representing a quorum are voted), of the 17,250,000 Black Spade III Class A Ordinary Shares held by the Black Spade III Public Shareholders as of the record date to approve each of the Business Combination Proposal and the other Proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals). Additionally, Black Spade III would need ________, or ___% (assuming all issued and outstanding BIII Shares are voted), or ______, or ___% (assuming only the minimum number of BIII Shares representing a quorum are voted), of the 17,250,000 remaining Black Spade III Class A Ordinary Shares held by the Black Spade III Public Shareholders as of the record date to approve the Merger Proposal described in the accompanying proxy statement/prospectus (including each of the sub-proposals).]

As described in the accompanying proxy statement/prospectus, Astrum and Astrum Holding, the sole shareholder of Astrum, entered into the Astrum Shareholders Support Agreement with Black Spade III whereby Astrum Holding agreed to vote all of its shares of Astrum in favor of approving the Business Combination.

After careful consideration, the Black Spade III board of directors (the “Black Spade III Board”) has unanimously approved the Business Combination Agreement and the other proposals described in the accompanying proxy statement/prospectus, and the Black Spade III Board has determined that it is advisable to consummate the Business Combination. The Black Spade III Board recommends that you vote “FOR” the proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals).

Black Spade III is providing the accompanying proxy statement/prospectus and proxy card to you in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the extraordinary general meeting. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided or by following the instructions therein. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

More information about Black Spade III, Astrum Space Inc and the Business Combination is contained in the accompanying proxy statement/prospectus. Black Spade III and Astrum Space Inc urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 30 of the accompanying proxy statement/prospectus.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE BLACK SPADE III REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE BLACK SPADE III TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE VIRTUAL EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE(S) TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Black Spade III’s board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

The accompanying proxy statement/prospectus is dated            , 2026 and is first being mailed to the shareholders of Black Spade III on or about            , 2026.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

PRELIMINARY PROSPECTUS — SUBJECT TO COMPLETION, DATED [*], 2026

Notice of Extraordinary General Meeting of Shareholders
of Black Spade Acquisition III Co

To Be Held on            , 2026

TO THE SHAREHOLDERS OF BLACK SPADE ACQUISITION III CO:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Black Spade Acquisition III Co (“Black Spade III” or “BIII”), a Cayman Islands exempted company, will be held at [*] a.m. Eastern Time, on            , 2026 and on such other time and date and at such other place to which the meeting may be adjourned (the “Meeting”). The Meeting will be a virtual meeting via live webcast. You are cordially invited to attend and participate in the Meeting online by visiting [*] and entering the control number on your proxy card. For the purposes of the amended and restated memorandum and articles of association of Black Spade III adopted by special resolution dated January 5, 2026 (as amended and/or restated from time to time, the “Black Spade III Articles”), the physical location of the Meeting shall be deemed to be at the offices of Latham & Watkins LLP, at 9 Raffles Place, #42 — 02 Republic Plaza, Singapore 048619. The Meeting will be held for the following purposes:

1.      Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to ratify, approve and adopt by way of ordinary resolution the Business Combination Agreement, dated as of August 27, 2026, by and among Black Spade III, Astrum Space Inc (“Astrum”) and Astrum Networks Pte. Ltd. (“Astrum Singapore”), as may be amended, supplemented or restated from time to time (the “Business Combination Agreement”), and the transactions contemplated therein (the “Transactions”), including the merger whereby Astrum will merge with and into Black Spade III, with Black Spade III surviving the merger and the securityholders of Astrum becoming securityholders of Black Spade III (the “Business Combination”) (the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (Business Combination Agreement).

2.      Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to authorize and approve by way of special resolution the Plan of Merger made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) and the Business Combination (the “Merger Proposal”). A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B.

3.      Proposal No. 3 — The Change of Name Proposal — to consider and vote upon a proposal, by way of special resolution, to approve the change of name of Black Spade III from “Black Spade Acquisition III Co” to “Astrum Space Company”, effective from the effective time of the Merger (the “Change of Name Proposal”).

4.      Proposal No. 4 — The Authorized Share Capital Amendment Proposal — to consider and vote upon a proposal, by way of ordinary resolution, to amend the authorized share capital of Black Spade III from: US$16,650.00 divided into 150,000,000 Class A ordinary shares of a par value of US$0.0001 each, 15,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,500,000 preference shares of a par value of US$0.0001 to: US$[*] divided into [*] Class A ordinary shares of a par value of US$0.0001 each and [*] preference shares of a par value of US$0.0001 each, effective from the effective time of the Merger (the “Authorized Share Capital Amendment Proposal”).

5.      Proposal No. 5 — The NYSE Proposal — to consider and vote upon a proposal, by way of ordinary resolution, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of BIII Class A Ordinary Shares pursuant to the Business Combination Agreement, including the approval of (a) the issuance of more than 20% of BIII’s issued and outstanding ordinary shares in connection with the Business Combination and (b) the issuance of BIII Class A Ordinary Shares that will result in a change of control (the “NYSE Proposal”).

6.      Proposal No. 6 — The Charter Proposal — to consider and vote upon a proposal by way of special resolution to approve and adopt the proposed second amended and restated Memorandum and Articles of Association of the surviving company of the Merger (the “Post-Closing Company’s Charter”) effective

appointed for the holding of the Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting) or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. If you are a holder of record of BIII Shares at the close of business on the Record Date, you may also cast your vote at the Meeting by visiting [*] and entering the meeting control number found on your proxy card. If you hold your BIII Shares in “street name,” which means your shares are held in an account at a brokerage firm or bank, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend and cast your vote at the Meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Meeting. Holders should contact their broker or bank for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Meeting virtually. You will receive an e-mail prior to the Meeting with a link and instructions for entering the Meeting.

A complete list of Black Spade III Shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at the principal executive offices of Black Spade III for inspection by shareholders during business hours for any purpose germane to the Meeting.

Voting on all resolutions at the Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of BIII Shares registered in each shareholder’s name which are voted, with each BIII Share carrying one vote. The approval of each of the Business Combination Proposal, the Authorized Share Capital Amendment Proposal, the NYSE Proposal, the Governance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of shareholders holding a simple majority of the BIII Shares, which, being so entitled, are voted on such resolutions in person or by proxy at the Meeting, at which a quorum is present. The approval of each of the Merger Proposal, the Change of Name Proposal and the Charter Proposal requires a special resolution, being a resolution passed by the affirmative vote of shareholders holding a majority of not less than two-thirds of the BIII Shares which, being so entitled, are voted on such resolution in person or by proxy at the Meeting at which a quorum is present.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and, in any event, so as to be received by Black Spade III no later than at [*] a.m. Eastern Time, on            , 2026, being 48 hours before the time appointed for the holding of the Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting), or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. Submitting a proxy now will NOT prevent you from being able to attend and vote online at the Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly voted and counted.

Thank you for your participation. We look forward to your continued support.

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the Securities and Exchange Commission, or SEC, by BIII, constitutes a prospectus of BIII under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the BIII ordinary shares to be issued to Astrum Shareholders in connection with the Business Combination. This document also constitutes a proxy statement of Black Spade III under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the Meeting of Black Spade III Shareholders to consider and vote upon each of the proposals, and to adjourn the Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt any one or more of the proposals, or if the Chairman of the Meeting, in his sole and absolute discretion, decides it is necessary.

This document also contains a resale prospectus with respect to the resale by the Initial Shareholders from time to time of up to [*] BIII Class A Ordinary Shares and [*] BIII Warrants.

The two prospectuses contained in this registration statement (i.e., the primary offering prospectus and the resale prospectus) are substantively identical in all respects, except that the resale prospectus contains a different cover page, a “Selling Securityholders” section, and a “Plan of Distribution” section, each of which is set forth in the Alternate Pages.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Black Spade III Shareholders nor the issuance by BIII of its ordinary shares in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Black Spade III has been provided by Black Spade III and information contained in this proxy statement/prospectus regarding Astrum has been provided by Astrum.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Astrum’s industry and the regions in which it operates, including Astrum’s general expectations and market position, market size, market opportunity, market share and other management estimates, is based on information obtained from industry publications and reports and forecasts provided to Astrum. In some cases, this proxy statement/prospectus does not expressly refer to the sources from which this information is derived. This information is subject to significant uncertainties and limitations and is based on assumptions and estimates that may prove to be inaccurate. You are therefore cautioned not to give undue weight to this information.

Neither Astrum nor Black Spade III has independently verified the accuracy or completeness of any such information. Similarly, internal surveys, industry forecasts and market research have not been independently verified although they are believed to be reliable. Market data, industry forecasts and similar information included in this proxy statement/prospectus is inherently imprecise. In addition, assumptions and estimates of Astrum’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” and “Astrum’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Astrum owns or has proprietary rights to trademarks used in this proxy statement/prospectus that are important to its business, many of which are registered under applicable intellectual property laws. This proxy statement/prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that Astrum or the applicable owner or licensor will not assert, to the fullest extent permitted under applicable law, its rights or the right to these trademarks, trade names and service marks. Astrum does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Astrum by, any other parties.

FREQUENTLY USED TERMS

“Ancillary Agreements” means the agreements and documents related to the Business Combination Agreement, including but not limited to the Plan of Merger, Sponsor Support Agreement, the Astrum Shareholders Support Agreement and the Registration Rights Agreement;

“Astrum” means Astrum Space Inc, a Cayman Islands exempted company.

“Astrum Holding” means Astrum Space Holding Inc, a Cayman Islands exempted company.

“Astrum Singapore” means Astrum Networks Pte. Ltd., a Singapore company.

“Astrum Shareholders Support Agreement” means the shareholders support and lock-up agreement and deed, dated as of August 27, 2026, by and among Black Spade III, Astrum and Astrum Holding;

“Black Spade III Articles” or “BIII Articles” means Black Spade III’s amended and restated memorandum and articles of association adopted by special resolution dated January 5, 2026 and effective on January 5, 2026, as may be amended, restated or otherwise modified from time to time;

“Black Spade III Board” means the board of directors of Black Spade III;

“Black Spade III Public Shareholders” or “Public Shareholders” means the holders of BIII Class A Ordinary Shares issued as part of the Units issued in Black Spade III’s IPO;

“Black Spade III’s IPO” or our “Initial Public Offering” means Black Spade III’s initial public offering, which was consummated on January 7, 2026;

“Black Spade III Shareholder” means the holder of BIII Shares;

“Black Spade III Shareholder Redemption Amount” means the aggregate amount payable to Black Spade III Shareholders exercising their redemption rights;

“Black Spade III Warrant Agreement” means the Warrant Agreement dated as of January 5, 2026, between Black Spade III and Continental Stock Transfer & Trust Company (as amended, supplemented or modified from time to time);

“BIII” or “Black Spade III” means Black Spade Acquisition III Co, a Cayman Islands exempted company;

“BIII Class A Ordinary Shares,” “BIII Public Shares” or “Public Shares” means the Class A ordinary shares of Black Spade III, par value $0.0001 per share;

“BIII Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Black Spade III;

“BIII Excluded Shares” means the BIII Class A Ordinary Shares issued and outstanding and held immediately prior to the Merger Effective Time as treasury shares, including shares redeemed by Black Spade III in connection with the exercise of the redemption rights of the Black Spade III Shareholders (if any);

“BIII Founder Shareholders” or the “Initial Shareholders” means collectively, holders of Founder Shares prior to Black Spade III’s IPO, including the Sponsor and Sponsor Related Parties;

“BIII Ordinary Share” means a BIII Class A Ordinary Share or a BIII Class B Ordinary Share;

“BIII Private Warrants” or “Private Placement Warrants” means the warrants (i) sold to the Sponsor and Black Spade III’s IPO underwriters in the private placement consummated concurrently with the Black Spade III’s IPO, or (ii) issued in connection with the conversion of working capital loans made to Black Spade III by the Sponsor or its affiliated person, each entitling its holder to purchase one BIII Public Share at an exercise price of $11.50 per share, subject to adjustment;

“BIII Public Warrants” or “Public Warrants” means the redeemable warrants issued in Black Spade III’s IPO, each entitling its holder to purchase one BIII Public Share at an exercise price of $11.50 per share, subject to adjustment;

“BIII Shareholder Redemption Amount” means the aggregate amount payable with respect to the exercise of BIII Shareholder Redemption Rights;

“BIII Shareholder Redemption Right” means the right of the holders of BIII Class A Ordinary Shares to redeem all or a portion of their BIII Class A Ordinary Shares as set forth in the BIII Articles;

“BIII Shares” means the shares of Black Spade III, including the BIII Ordinary Shares;

“BIII Warrants” means the BIII Public Warrants and the BIII Private Warrants;

“Business Combination” means all transactions contemplated by the Business Combination Agreement, including the Merger;

“Business Combination Agreement” means the Business Combination Agreement dated as of August 27, 2026, by and among Black Spade III, Astrum and Astrum Singapore, as may be amended, supplemented or otherwise modified from time to time, and attached hereto as Annex A;

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands;

“Closing” means the closing of the Business Combination contemplated by the Business Combination Agreement;

“Closing Date” means the day on which the Closing occurs;

“Completion Window” refers to the period following the completion of Black Spade III’s IPO at the end of which, if Black Spade III has not completed its initial business combination, it will redeem 100% of the BIII Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of funds withdrawn for any permitted withdrawals), divided by the number of then outstanding BIII Public Shares, subject to applicable law and certain conditions. The Completion Window ends on (i) April 7, 2028 or (ii) such other time period in which Black Spade III must consummate an initial business combination pursuant to an amendment to its amended and restated memorandum and articles of association;

“D2D” means direct-to-device.

“Effectiveness Deadline” means the date by which the Business Combination may be terminated by either Astrum or Black Spade III if the Registration Statement has not been declared effective under the Securities Act, which is January 11, 2027, unless both parties agree in writing to extend it to March 27, 2027 (such agreement not to be unreasonably withheld);

“Eligible BIII Shares” means the BIII Shares that are issued and outstanding immediately prior to the Merger Effective Time (other than the BIII Excluded Shares and Redeeming BIII Shares);

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“Founder Shares” means the BIII Class B Ordinary Shares issued to the Sponsor prior to the Black Spade III’s IPO;

“GEO” means geostationary equatorial orbit.

“Group” means Astrum, Astrum Singapore, Asiaspace Pty. Ltd., Astrum Mobile Pte. Ltd., Astrum Technologies, Inc. and Astrum Mobile Philippines, Inc.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board;

“Letter Agreements” means that certain letter agreements entered into by Black Spade III, the Sponsor and each of the Sponsor Related Parties, dated as of January 5, 2026;

“Listco Shares” means the Class A ordinary shares of the Merger Surviving Company, par value $0.0001 per share;

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended;

“LEO” means low Earth orbit.

“Meeting” means the extraordinary general meeting of shareholders of Black Spade III, which will be held as a virtual meeting at [*] a.m. Eastern Time, on        , 2026 and on such other time and date and at such other place to which the meeting may be adjourned;

“Merger” means the merger between Astrum and Black Spade III, with Black Spade III surviving in accordance with the Business Combination Agreement;

“Merger Surviving Company”, the “Post-Closing Company” or the “combined company” means the surviving company of the Merger and the Cayman Islands Companies Act;

“Merger Effective Time” means the effective time of the Merger;

“NEASTAR-1” refers to the name of Astrum’s GEO satellite under construction;

“NYSE” means The New York Stock Exchange;

“Performance Shares” means up to 25,500,000 Class A Ordinary Shares of the Merger Surviving Company that the Merger Surviving Company shall issue, or cause to be issued, to Astrum Holding upon the achievement of certain milestone events on or prior to the applicable milestone date;

“Plan of Merger” means the plan of merger, substantially in the form attached as Annex B, that BIII and Astrum shall execute on the Closing Date;

“Public Warrants” are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

“Redeeming BIII Shares” means the BIII Shares in respect of which the eligible holder thereof has validly exercised such holder’s redemption right;

“Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into upon Closing, by and among Black Spade III, the Sponsor, Cohen, Chardan Capital Markets LLC, Astrum Holding and certain other existing holders and new holders, which amends and restates the registration rights agreement entered into in connection with Black Spade III’s IPO;

“SEC” means the U.S. Securities and Exchange Commission;

“Sponsor” means Black Spade Sponsor LLC III, a Cayman Islands limited liability company;

“Sponsor Related Parties” means Black Spade III’s directors and officers and certain employees of the Sponsor’s affiliates who received an aggregate of 630,000 BIII Class B Ordinary Shares from the Sponsor on December 9, 2025;

“Sponsor Support Agreement” means the sponsor support and lock-up agreement and deed, dated as of August 27, 2026, by and among Astrum, Black Spade III, the Sponsor and the Sponsor Related Parties;

“Surviving Entity”, the “Post-Closing Company” or the “combined company” means the surviving company of the Merger;

“Trust Account” means the trust account established for the purpose of holding the net proceeds from Black Spade III’s IPO;

“TT&C” means telemetry, tracking and control, which is the communication system used by an operator on Earth to monitor and control satellites in orbit.

“Unit Separation” means the automatic detachment of each Unit outstanding immediately prior to the Merger Effective Time, as a result of which the holder thereof shall be deemed to hold one BIII Class A Ordinary Share and one-third of a BIII Public Warrant in accordance with the terms of the applicable Unit;

“Units” means the units issued in the Black Spade III’s IPO, each consisting of one BIII Class A Ordinary Share and one-third of a BIII Public Warrant;

“U.S. Dollars,” “USD,” “US$,” and “$” mean United States dollars, the legal currency of the United States;

“we,” “us,” “our company,” “Astrum,” and “our” mean Astrum Space Inc and its subsidiaries. References to the share capital, securities, shareholders, directors, board of directors, auditors of “Astrum” are to the share capital, securities (including shares, options and warrants), shareholders, directors, board of directors, and auditors of Astrum Space Inc, respectively;

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE EXTRAORDINARY GENERAL MEETING

The following questions and answers briefly address some commonly asked questions about the Meeting and the proposals to be presented at the Meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Black Spade III Shareholders. Black Spade III Shareholders are urged to carefully read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q:     What is being voted on at the Meeting?

A:     Black Spade III Shareholders are being asked to consider and vote on the following proposals:

1.Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to ratify, approve and adopt by way of ordinary resolution the Business Combination Agreement, dated as of August 27, 2026, by and among Black Spade III, Astrum Space Inc (“Astrum”) and Astrum Networks Pte. Ltd. (“Astrum Singapore”), as may be amended, supplemented or restated from time to time (the “Business Combination Agreement”), and the transactions contemplated therein (the “Transactions”), including the merger whereby Astrum will merge with and into Black Spade III, with Black Spade III surviving the merger and the securityholders of Astrum becoming securityholders of Black Spade III (the “Business Combination”) (the “Business Combination Proposal”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A (Business Combination Agreement).

2.      Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to authorize and approve by way of special resolution the Plan of Merger made in accordance with the provisions of Section 233 of the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) and the Business Combination (the “Merger Proposal”). A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B.

3.      Proposal No. 3 — The Change of Name Proposal — to consider and vote upon a proposal, by way of special resolution, to approve the change of name of Black Spade III from “Black Spade Acquisition III Co” to “Astrum Space Company”, effective from the effective time of the Merger (the “Change of Name Proposal”).

4.      Proposal No. 4 — The Authorized Share Capital Amendment Proposal — to consider and vote upon a proposal, by way of ordinary resolution, to amend the authorized share capital of Black Spade III from: US$16,650.00 divided into 150,000,000 Class A ordinary shares of a par value of US$0.0001 each, 15,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,500,000 preference shares of a par value of US$0.0001 to: US$[*] divided into [*] Class A ordinary shares of a par value of US$0.0001 each and [*] preference shares of a par value of US$0.0001 each, effective from the effective time of the Merger (the “Authorized Share Capital Amendment Proposal”).

5.      Proposal No. 5 — The NYSE Proposal — to consider and vote upon a proposal, by way of ordinary resolution, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual, the issuance of BIII Class A Ordinary Shares pursuant to the Business Combination Agreement, including the approval of (a) the issuance of more than 20% of BIII’s issued and outstanding ordinary shares in connection with the Business Combination and (b) the issuance of BIII Class A Ordinary Shares that will result in a change of control (the “NYSE Proposal”).

6.      Proposal No. 6 — The Charter Proposal — to consider and vote upon a proposal by way of special resolution to approve and adopt the proposed second amended and restated Memorandum and Articles of Association of the surviving company of the Merger (the “Post-Closing Company’s Charter”) effective from the effective time of the Merger. We refer to this proposal as the “Charter Proposal.” A copy of the Post-Closing Company’s Charter is attached to the accompanying proxy statement/prospectus as Annex C.

7.      Proposal No. 7 — The Governance Proposal — to consider and vote upon a proposal, on a non-binding advisory basis, to approve certain governance provisions in the Post-Closing Company’s Charter, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirement. We refer to this proposal as the “Governance Proposal.”

8.      Proposal No. 8 — The Incentive Plan Proposal — to consider and vote upon a proposal, by way of ordinary resolution, to approve and adopt the Astrum 2026 Equity Incentive Plan (the “Incentive Plan”) and the material terms thereof, including the authorization of the initial share reserve thereunder. A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex D. We refer to this proposal as the “Incentive Plan Proposal.”

9.      Proposal No. 9 — The Director Election Proposal — to consider and vote upon a proposal, by way of ordinary resolution, to elect the following five directors to serve on the board of directors of the surviving company of the Merger, in each case, until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

10.    Proposal No. 10 — The Adjournment Proposal — to consider and vote upon a proposal by way of ordinary resolution to adjourn the Meeting to a later date or dates to be determined by the chairman of the Meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve one or more of the proposals above, or if the Chairman of the Meeting, in his sole and absolute discretion, decides it is necessary (the “Adjournment Proposal”).

Black Spade III will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Black Spade III Shareholders should read it carefully.

The vote of shareholders is important. Black Spade III Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     Why is Black Spade III proposing the Business Combination?

A:     Black Spade III was 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.

On January 7, 2026, Black Spade III consummated its initial public offering (the “Black Spade III’s IPO”) of 17,250,000 Units at $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“BIII Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. Simultaneously with the closing of Black Spade III’s IPO, Black Spade III consummated the sale of an aggregate of 8,150,000 Private Placement Warrants at a price of $0.50 per Private Placement Warrant, in a private placement to the Sponsor and the underwriter in the IPO, generating gross proceeds of $4,075,000. Since Black Spade III’s IPO, Black Spade III’s activity has been limited to the evaluation of business combination candidates.

Black Spade III is permitted to choose a target business in any business or industry (with a focus on those in the cross-section of entertainment-related enabling technology and digital financial infrastructure) that it felt would provide its shareholders with the greatest opportunity to participate in a company with significant growth potential. Accordingly, it regularly analyzed investment opportunities that were in various sectors and regions in an effort to locate the best potential business combination opportunity for its shareholders.

Based on its due diligence investigations on Astrum and the industry in which Astrum operates, including the financial and other information provided by Astrum in the course of the parties’ negotiations, Black Spade III believes that a business combination with Astrum will provide its shareholders with an opportunity to participate in a company with significant growth potential.

Although the Black Spade III Board believes that the Business Combination with Astrum is in the best interests of Black Spade III and its shareholders, the Black Spade III Board did consider certain potential risks in arriving at that conclusion. See the section titled “Proposal One — The Business Combination Proposal — The Black Spade III Board’s Reasons for Approval of the Proposed Transactions.”

Q:     What positive and negative factors did the Black Spade III Board consider when determining whether or not to proceed with the Business Combination?

A:     In evaluating the Business Combination and making the above determinations and its recommendation, the Black Spade III Board consulted with its advisors and its management and considered a number of factors, including, but not limited to, the factors discussed below. In light of the wide number and complexity of the factors considered in connection with its evaluation of the Business Combination, the Black Spade III Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Black Spade III Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Black Spade III Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

The Black Spade III Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement, and the Ancillary Agreements, and the transactions contemplated thereby. Before reaching its decision to approve the Business Combination, the Black Spade III Board reviewed the results of due diligence conducted by Black Spade III’s management and by Black Spade III’s legal and financial advisors, which included, among other things:

•        meetings and calls with Astrum’s founder, management team, employees, consultants and advisors regarding, among others, Astrum’s assets, operations, business plans and strategy;

•        review of the satellite communications industry, including historical growth trends, market share information and recent comparable transactions involving spectrum assets;

•        review of the history of the company and the quality of Astrum’s key assets, including health
reports regarding Astrum’s in-orbit GEO satellite, progress in the manufacturing and launch window of the NEASTAR-1 satellite, and status of ITU filings for Astrum’s L-band spectrum rights at the 105°E orbital slot;

•        review of the cost and practicality of extending the life of Astrum’s in-orbit GEO satellite;

•        review of memoranda of understanding executed by Astrum with mobile, broadband and communications services providers across the Asia-Pacific region;

•        review of Astrum’s unaudited historical financial statements and operating information;

•        financial analysis of Astrum and the Business Combination with the assistance of Cohen, Black Spade III’s financial advisor, utilizing information provided by Astrum, publicly available information and the valuation report issued by Roma Appraisals Limited regarding Astrum’s L-Band spectrum; and

•        assessment of Astrum’s readiness to list as a public company.

The Black Spade III Board’s ultimate decision to pursue a business combination with Astrum over continuing to search for a business combination target was generally the result of, but not limited to, a combination of the following reasons:

•        the determination of Black Spade III’s management that: (i) the market opportunity was substantial, (ii) the scarcity of spectrum assets and resulting barriers to entry, and (iii) Astrum was an attractive investment opportunity because of its uniqueness and its business plans and growth opportunity;

•        the determination that Astrum generally fit into Black Spade III’s target sectors, met Black Spade III’s expectations for business quality and valuation and was suitable as a public company given other comparable companies in the market; and

•        the determination that, given the potential synergies that could be achieved between the parties, the combination of Black Spade III and Astrum has the potential to increase substantially the likelihood of Astrum achieving its growth potential and thereby create shareholder value.

Specifically, the Black Spade III Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to approve the entry into the Business Combination Agreement and the transactions contemplated therein, including, but not limited to, the following material factors:

•        Growing Global Attention and Support for the Satellite Communications Industry.    The Black Spade III Board believes that the satellite communications industry is receiving sharply rising global attention and support, driven especially by satellite-to-device technology, which is shifting satellite communications from niche/enterprise use toward potential mainstream consumer and operator offerings, with strong industry and government support worldwide.

•        Scarcity of Spectrum Assets and Resulting Barriers to Entry.    The Black Spade III Board considered the legal scarcity of spectrum assets, and noted that Astrum holds a strong and unique market position as the owner of a contiguous 25MHz L-band BSS spectrum with the highest priority in Region 3 (Asia and Oceania) as defined by the ITU.

•        Ability to Secure Launch Slot on a SpaceX Falcon 9 Launch Vehicle.    The Black Spade III Board considered the fact that Astrum has contracted with Impulse Space for delivery services supporting the planned deployment of the NEASTAR-1 satellite, and has secured a launch slot with a SpaceX Falcon 9 launch vehicle supported by Impulse Space’s launch booster technology.

•        Path to Commercialization.    Astrum has entered into memoranda of understanding with six telecommunications companies and satellite operators across three Southeast Asian countries. These MOUs typically span 2 – 3 years, with product and service cooperation, regulatory filing, and market validation as the key areas of collaboration, which provides Astrum with a key means of accelerating commercialization of its service. Astrum has also received written confirmation from the Papua New Guinea National Information & Communications Technology Authority that, subject to Astrum’s formal application, it is prepared to grant the appropriate operator and radiocommunication licenses for Astrum to provide L-band broadcast satellite service (BSS) into Papua New Guinea.

•        Experienced and Committed Management Team.    The Black Spade III Board considered the fact that Astrum will be led by its senior management team, who have years of experience and backgrounds in the satellite communications sector. The senior management team intends to remain with Astrum in the capacity of officers and/or directors, which will provide helpful continuity in advancing Astrum’s strategic goals.

•        Letter of Support from Astrum’s Founder.    The Black Spade III Board considered the fact that Mr. Zhou Qingzhi, the founder of Astrum, entered into a Letter of Support with Astrum and has committed to provide funding to Astrum and its subsidiaries in an aggregate amount of up to US$168,000,000 to support Astrum’s operating, investing, and financing activities, including capital expenditures necessary for the development, manufacture, testing, and launch of the NEASTAR-1 satellite. The Black Spade III Board believed that such commitment from the founder not only alleviates potential uncertainties about Astrum’s financial capability to fulfil its contractual obligations regarding the manufacture and launch of the NEASTAR-1 satellite as planned, but also demonstrates the founder’s ongoing financial and strategic backing to Astrum and its business.

•        Continued Ownership by Astrum’s Shareholder.    Astrum Holding is converting its entire ownership interests in Astrum into the combined company in the proposed Business Combination. Approximately 96% of the shares of the combined company held by Astrum Holding will be subject to lock-up restrictions after Closing, which the Black Spade III Board believed reflects the shareholder’s belief in and commitment to the continued growth prospects of Astrum going forward.

•        Novation or Cancellation of Related Party Loans.    Pursuant to the Business Combination Agreement, Astrum has covenanted to cause all outstanding related party indebtedness owed by Astrum or any of its subsidiaries to be novated to Astrum Holding or otherwise forgiven or cancelled, such that no related party indebtedness will be reflected as a liability of Astrum or its subsidiaries for any post-Closing period. The Black Spade III Board believed that such novation or cancellation, once completed, would not only eliminate Astrum’s liabilities and improve its overall financial position, but also signal the commitment of the founder of Astrum and the controlling shareholder of Astrum Holding, to remain invested in the combined company for the long term.

•        Terms and Conditions of the Business Combination Agreement.    The terms and conditions of the Business Combination Agreement and the Business Combination were, in the opinion of the Black Spade III Board, the product of arm’s-length negotiations between the parties.

The Black Spade III Board also considered a variety of uncertainties, risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•        Business Risks.    The Black Spade III Board considered that there were risks associated with the successful implementation of Astrum’s business plans and uncertainties regarding whether Astrum would be able to realize the anticipated benefits of the Business Combination on the expected timeline or at all, including due to factors outside the parties’ control. The Black Spade III Board considered the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Black Spade III Shareholders may not fully realize these benefits to the extent that they expected to retain the BIII Public Shares following the completion of the Business Combination.

•        Industry Risks.    Astrum may encounter unforeseen expenses, difficulties, complications, delays and other unknown events relating to the manufacturing, testing and launch of the NEASTAR-1 satellite. These risks may include potential issues arising from third party manufacturers or launch providers whose systems or capabilities may prove incompatible or otherwise impact the GEO launch plan. Such factors could lead to delays in executing Astrum’s business plan and additional costs.

•        Limited Operating History.    Astrum’s limited operating history makes evaluating its business and prospects difficult.

•        Macroeconomic Risks.    Macroeconomic uncertainty and the effects it could have on the revenues of Astrum after the Business Combination.

•        Regulatory Risks.    The risk of changes in Astrum’s regulatory environment, including changes to ITU regulations and national laws and regulations.

•        Redemption Risk.    The potential that a significant number of Black Spade III Shareholders elect to redeem their shares prior to the consummation of the Merger, thereby depleting the amount of cash available in the Trust Account.

•        Shareholder Vote.    Black Spade III Shareholders may fail to provide the respective votes necessary to effect the Merger.

•        Closing Conditions.    The completion of the Merger is conditioned on the satisfaction of certain closing conditions some of which are not within Black Spade III’s control.

•        Litigation.    The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.

•        No Fairness Opinion.    The Black Spade III Board considered the fact that the parties to the Business Combination have not sought any fairness opinion in connection with the Business Combination.

•        Liquidation of Black Spade III.    The risks and costs to Black Spade III if the Merger is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Black Spade III being unable to effect a business combination within the Completion Window.

•        Reduced Influence of Black Spade III Shareholders.    The existing Black Spade III Shareholders will hold a minority position in the combined company after the Business Combination. In addition, although the Sponsor may, from Closing and for two (2) years after Closing, nominate one (1) director and designate one (1) non-voting observer to the board of directors of the combined company, no incumbent director of Black Spade III will serve in the combined company after the Business Combination as director. This may reduce the influence that Black Spade III’s current shareholders have on the management of the post-combination company.

•        Fees and Expenses.    The risk of the expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination is consummated.

•        Other Risks.    Various other risks associated with the Business Combination, the business of Astrum and the business of Black Spade III described under “Risk Factors.”

In addition to considering the factors described above, the Black Spade III Board also considered that the officers and some of the directors of Black Spade III may have interests in the Business Combination as individuals that are different from, or in addition to, those of other shareholders and Warrant holders generally (see “Proposal One — The Business Combination Proposal — Interests of Black Spade III’s Directors and Officers in the Business Combination.”). Black Spade III’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the Black Spade III Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.

The Black Spade III Board concluded that the potential benefits that it expected Black Spade III and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Black Spade III Board unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, were advisable and fair to, and in the best interests of, Black Spade III and its shareholders.

Q:     Why is Black Spade III providing Black Spade III Shareholders with the opportunity to vote on the Business Combination?

A:     Under the Black Spade III Articles, Black Spade III must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Black Spade III’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Black Spade III has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Black Spade III is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate redemptions of their Public Shares in connection with the Closing.

Q:     Is my vote important?

A:     Yes. The Business Combination cannot be completed unless the various proposals receive the requisite vote for approval. Only Black Spade III Shareholders as of the close of business on the Record Date for the Meeting, are entitled to vote at the Meeting. After careful consideration, the Black Spade III Board unanimously recommends that the Black Spade III Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Change of Name Proposal, “FOR” the approval of the Authorized Share Capital Amendment Proposal, “FOR” the approval of the NYSE Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval of the Governance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal. For details on the required votes to approve each proposal, see the section headed “What vote is required to approve the proposals presented at the Meeting?”

Q:     Are the proposals conditioned on one another?

A:     The Closing is conditioned on approval of the Business Combination Proposal and the Merger Proposal. The Business Combination Proposal and the Merger Proposal are conditioned on the approval of each other. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event that the Business Combination Proposal and the Merger Proposal do not receive the requisite vote for approval, then Black Spade III will not consummate the Business Combination. If Black Spade III does not consummate the Business Combination and fails to complete an initial business combination within the Completion Window, Black Spade III will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Shareholders.

Q:     What will happen in the Business Combination?

A:     Pursuant to the Business Combination Agreement, Astrum will merge with and into Black Spade III with Black Spade III surviving the Merger. As a result of the Business Combination, and upon the consummation of the Business Combination, the securityholders of Astrum will become the securityholders of the combined company.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions to the Business Combination, including, but not limited to: (i) the approval for listing of the Merger Consideration Shares on the NYSE, subject only to official notice of issuance thereof; (ii) the receipt of all required governmental consents, authorizations and approvals; (iii) the absence of any applicable law or governmental order enjoining, prohibiting, making illegal or preventing the consummation of the Transactions; (iv) the approval by Black Spade III Shareholders of the Transaction Proposals; (v) the effectiveness of the registration statement on Form F-4 of which this proxy statement/prospectus forms a part in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and the absence of any stop order issued by the SEC with respect thereto and (vi) the accuracy of the representations and warranties of each party (subject to certain materiality standards) and performance by each party of its pre-closing covenants. For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Agreement — Conditions to Closing of the Transactions.”

Q:     What equity stake will Black Spade III Shareholders and Astrum Shareholders have in the combined company after the Business Combination?

A:     The following tables illustrate estimated ownership levels in the combined company, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Shareholders.

____________

(1)      Amount comprises the unredeemed Public Shares in a variety of redemptions scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Redemption Scenario, (ii) 4,312,500 shares under the 25% Redemptions Scenario, (iii) 8,625,000 shares under the 50% Redemptions Scenario, (iv) 12,937,500 shares under the 75% Redemptions Scenario, and (v) 17,250,000 shares under the 100% Redemptions Scenario.

(2)      Pertains to the 5,750,000 Founders Shares outstanding.

The following table illustrates varying ownership levels of the combined company immediately following the Business Combination on a fully diluted basis(1):

____________

(1)      This table makes the same assumptions as in the preceding ownership table, except that this table reflects the 5,750,000 shares underlying the Public Warrants, the 8,150,000 shares underlying the Private Placement Warrants, and the 25,500,000 Performance Shares.

(2)      Includes the 5,750,000 shares underlying the Public Warrants and the 17,250,000 Public Shares outstanding.

(3)      Includes the 8,150,000 shares underlying the Private Placement Warrants and the 5,750,000 Founder Shares outstanding.

(4)      Includes the 25,500,000 Performance Shares.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of the Public Shares.

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemptions scenarios. This Trust Account value per share includes the per share cost of the deferred underwriting fee.

____________

(1)      This scenario assumes that no Public Shares are redeemed. This scenario also assumes payment of the deferred underwriting fee of approximately $6.9 million using the funds in the Trust Account.

(2)      This scenario assumes that 4,312,500 Public Shares, or approximately 25% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $43.1 million (based on the estimated per-share redemption price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, as adjusted for IPO, which is a redemptions scenario that could occur. This scenario also assumes payment of the deferred underwriting fee of approximately $5.1 million using the funds in the Trust Account.

(3)      This scenario assumes that 8,625,000 Public Shares, or approximately 50% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $86.3 million (based on the estimated per-share redemption price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, as adjusted for IPO, which is a redemptions scenario that could occur. This scenario also assumes payment of the deferred underwriting fee of approximately $3.4 million using the funds in the Trust Account.

(4)      This scenario assumes that 12,937,500 Public Shares, or 75% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $129.4 million (based on the estimated per-share redemption price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, as adjusted for IPO, which is a redemptions scenario that could occur. This scenario also assumes payment of the deferred underwriting fee of approximately $1.7 million using the funds in the Trust Account.

(5)      This scenario assumes that 17,250,000 Public Shares, or 100% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $172.5 million (based on the estimated per-share redemption price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, as adjusted for IPO, which is a redemptions scenario that could occur. This scenario also assumes payment of the deferred underwriting fee of approximately $0.0 million using the funds in the Trust Account.

Sources and Uses of Proceeds

The following tables summarize the anticipated sources and uses of funds in the Business Combination, in various redemptions scenarios. Such tables are for illustrative purposes only. Where actual amounts are not known or knowable, the figures below represent good faith estimates of such amounts.

____________

(1)      Under the 100% redemptions scenario, no cash would be released from the Trust Account to fund the payment of transaction expenses or the Sponsor Transaction Bonus. Accordingly, the balance would remain outstanding and become payable upon the Closing.

Q:     Who will be the officers and directors of the combined company if the Business Combination is consummated?

A:     Following the consummation of the Business Combination, the directors of the combined company will be ________________. See the section titled “Management Following the Business Combination.”

Q:     What happens if I sell my BIII Ordinary Shares before the Meeting?

A:     The Record Date for the Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your BIII Ordinary Shares after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting.

Q:     Did the Black Spade III Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     As is customary for a transaction of this nature that is on arm’s-length commercial terms, the Black Spade III Board did not obtain a fairness opinion in connection with their determination to approve the Business Combination with Astrum. Black Spade III’s officers and the Black Spade III Board have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Black Spade III’s financial advisor, Cohen, LLC (the “Advisor”), enabled them to make the necessary analyses and determinations regarding the Business Combination with Astrum. In connection with their role as financial advisor, Black Spade III has agreed to pay the Advisor a fee of $1 million for advisory services, subject to adjustments, which will be payable from the amounts held in the Trust Account solely in the event that Black Spade III completes a business combination. In addition, Black Spade III’s officers and the Black Spade III Board and its Advisor have substantial experience with mergers and acquisitions. During negotiation of the terms of the Business Combination Agreement, the Black Spade III Board received information from its Advisor, and researched publicly available information, in order to assess the value that public markets would potentially ascribe to Astrum following a business combination with Black Spade III. For more information, see “Proposal One — The Business Combination Proposal — Financial Analysis.”

Q:     Will Black Spade III or Astrum issue additional equity securities in connection with the consummation of the Business Combination?

A:     Astrum or Black Spade III may enter into equity or equity-linked financing in connection with the Business Combination with their respective affiliates or any third parties if the parties determine that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. The purpose of these financing activities would be to increase the amount of cash available to Black Spade III for use in the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the securityholders of Black Spade III.

Q:     How many votes do I have at the Meeting?

A:     Black Spade III Shareholders are entitled to one vote on each of the proposals at the Meeting for each BIII Share held of record as of the Record Date. As of the close of business on the Record Date, there were 23,000,000 BIII Shares outstanding, of which 17,250,000 were BIII Class A Ordinary Shares and 5,750,000 were BIII Class B Ordinary Shares.

Q:     What vote is required to approve the proposals presented at the Meeting?

A:     The approval of each of the Business Combination Proposal, the Authorized Share Capital Amendment Proposal, the NYSE Proposal, the Governance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and pursuant to the Black Spade III Articles, being a resolution passed by the affirmative vote of shareholders holding a simple majority of the BIII Shares which, being so entitled, are voted on such resolutions in person or by proxy at the Meeting at which a quorum is present. The approval of each of the Merger Proposal, the Change of Name Proposal and the Charter Proposal requires a special resolution under Cayman Islands law and pursuant to the Black Spade III Articles, being a resolution passed by the affirmative vote of shareholders holding a majority of not less than two-thirds of the BIII Shares which, being so entitled, are voted on such resolution in person or by proxy at the Meeting at which a quorum is present.

Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote in person at the Meeting will have no effect on the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. Holders of BIII Class B Ordinary Shares have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, the Sponsor, Black Spade III’s directors and officers and certain employees of the Sponsor’s affiliates (the “Initial Shareholders”) beneficially owned an aggregate of 5,750,000 BIII Class B Ordinary Shares.

Q:     Do the Astrum Shareholders need to approve the Business Combination?

A:     The Business Combination needs to be approved by the Astrum Shareholders. Concurrently with the execution of the Business Combination Agreement, Astrum, Black Spade III and Astrum Holding entered into a shareholders support and lock-up agreement and deed (the “Astrum Shareholders Support Agreement”), pursuant to which Astrum Holding agreed to, among other things, (i) appear at any meeting of the shareholders of Astrum (in person or by proxy) or otherwise cause all of its subject shares to be counted as present for purposes of establishing a quorum, and (ii) vote or cause to be voted all of its subject shares in favor of granting the approvals necessary to consummate the Transactions, including the Merger, and against any competing acquisition transaction.

Q:     What constitutes a quorum at the Meeting?

A:     A quorum is the minimum number of BIII Shares that must be present to hold a valid meeting. Holders of a majority of BIII Shares issued and outstanding and entitled to vote at the Meeting constitute a quorum. As of the Record Date, 11,500,001 BIII Shares would be required to achieve a quorum.

Q:     How do the insiders of Black Spade III intend to vote on the proposals?

A:     Black Spade III’s Initial Shareholders beneficially own and are entitled to vote an aggregate of approximately 25% of the currently outstanding BIII Shares. These parties have agreed to vote their shares in favor of the Business Combination Proposal. Black Spade III’s Initial Shareholders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting.

Q:     What interests do Black Spade III’s current officers and directors and the Sponsor have in the Business Combination?

A:     In considering the recommendation of the Black Spade III Board to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that the Sponsor and Black Spade III’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Black Spade III Shareholders generally. In particular:

•        if Black Spade III is unable to complete a business combination within the Completion Window, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Black Spade III for services rendered or contracted for or for products sold to Black Spade III, but only if such a vendor or target business has not executed a waiver. If Black Spade III consummates a business combination, on the other hand, Black Spade III will be liable for all such claims;

•        the beneficial ownership of the Sponsor and the Sponsor-Related Parties of an aggregate of 5,750,000 BIII Class B Ordinary Shares and 7,000,000 Private Placement Warrants, which shares and warrants were originally acquired by the Sponsor for an aggregate investment of $3,525,000 at the time of Black Spade III’s formation and Black Spade III’s IPO and would become worthless if Black Spade III does not complete a business combination within the Completion Window, as such shareholders have waived any redemption right with respect to those shares and the Private Placement Warrants would expire worthless. After giving effect to the Business Combination, the Sponsor and the Sponsor Related Parties would own up to an aggregate of 5,750,000 of the combined company’s Class A Ordinary Shares and 7,000,000 Warrants of the combined company. Such shares (including shares underlying warrants) have an aggregate market value of approximately $          , based on the Closing Price of BIII Class A Ordinary Shares and BIII Public Warrants of $          and $          , respectively, on NYSE on          , 2026;

•        under the Business Combination Agreement, upon Closing, the Sponsor will be entitled to receive a transaction bonus equal to $3,500,000 from Astrum in consideration for the Sponsor’s efforts in facilitating the consummation of the Business Combination. Such payment will be deducted from the Trust Account or paid from Astrum’s available funds;

•        the Sponsor and the Sponsor Related Parties will benefit from the completion of a business combination within the Completion Window, and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate (in which case the Sponsor and Black Spade III’s officers and directors will lose their entire investment in Black Spade III);

•        given the difference between the purchase price that the Sponsor initially paid for the Founder Shares and the price of the BIII Public Shares and considering that the Sponsor and the Sponsor Related Parties would receive a substantial amount of the Class A Ordinary Shares of the combined company in connection with the Business Combination, the Sponsor and the Sponsor Related Parties may earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the combined company;

•        the continued indemnification of current directors and officers of Black Spade III and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor and Black Spade III’s officers and directors and their respective affiliates will be reimbursed for out-of-pocket expenses incurred in connection with activities on Black Spade III’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, with all expenses incurred by the Sponsor and its affiliates on behalf of Black Spade III booked and carried on the financial statements of Black Spade III. As of [•], there were $[•] of unpaid reimbursable expenses; and

•        Cohen and Chardan Capital Markets, LLC, as underwriters of Black Spade III’s IPO, are entitled to a deferred underwriting fee up to $6,876,000, which will be payable from the amounts held in the Trust Account solely in the event that Black Spade III completes a business combination, and purchased

1,150,000 Private Placement Warrants at a price of $0.50 per warrant at the time of Black Spade III’s IPO. Shares underlying such warrants have an aggregate market value of approximately $          , based on the Closing Price of BIII Class A Ordinary Shares of $          on NYSE on          , 2026.

The existence of financial and personal interests of Black Spade III’s directors and officers may result in a conflict of interest on part of one or more of them between what they may believe is best for Black Spade III and what they may believe is best for themselves in determining whether or not to make their recommendation to vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus. See “Proposal One — The Business Combination Proposal — Interests of Black Spade III’s Directors and Officers in the Business Combination.” Under Cayman Islands law, directors and officers owe certain fiduciary duties, including, among others, a duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole and a duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose. Directors also owe a duty of care, which is not fiduciary in nature. Accordingly, directors and officers have a duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interest, and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. Black Spade III’s directors and officers considered their fiduciary duty and the conflicts of interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination.

Q:     Do I have redemption rights?

A:     Pursuant to the Black Spade III Articles, holders of Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Black Spade III Articles. For illustrative purposes, based on funds in the Trust Account of approximately $          million as of          , 2026, the estimated redemption price per share would have been approximately $        . If a holder exercises its redemption rights, then such holder will be redeeming its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its share certificates (if any) and a redemption notice (either physically or electronically) to Black Spade III’s transfer agent two days prior to the Meeting. See the section titled “Extraordinary General Meeting of Black Spade III Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Q:     Are there any limitations on redemption rights?

A:     Yes. The Black Spade III Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in Black Spade III’s IPO, which Black Spade III refers to as the “Excess Shares,” without its prior consent. Black Spade III believes this restriction will discourage shareholders of Black Spade III from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against the Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in Black Spade III’s IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting Black Spade III Shareholders’ ability to redeem no more than 15% of the shares sold in Black Spade III’s IPO without Black Spade III’s consent, Black Spade III believes it will limit the ability of a small group of shareholders to unreasonably attempt to block its ability to complete its initial business combination, particularly in connection with the Business Combination. However, Black Spade III would not be restricting Black Spade III Shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you are a holder of BIII Class A Ordinary Shares on the Record Date (so long as you are a holder at the time of exercise), or whether you vote your BIII Class A Ordinary Shares for or against on any proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

Q:     How do I exercise my redemption rights?

A:     If you are a holder of the BIII Public Shares and wish to exercise your redemption rights, you must demand that Black Spade III redeem your shares for cash no later than [*] a.m. Eastern Time on         , 2026, being two business days prior to the Meeting, by (A) submitting your request in writing to Continental Stock Transfer & Trust Company, Black Spade III’s transfer agent, at the address listed at the end of this section, in which you (i) request that Black Spade III redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the BIII Public Shares and provide your legal name, phone number and address; and (B) delivering your share certificates (if any) together with the redemption forms to Black Spade III’s transfer agent physically or electronically using DTC’s DWAC (Deposit Withdrawal at Custodian) system. If you hold the shares in “street name,” you will need to coordinate with your broker to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your shares will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering the share certificate (if any) together with the redemption forms through the DWAC system. The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not to pass this cost on to the holder of the shares being redeemed.

Any holder of the BIII Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that his shares be redeemed for a full pro rata portion of the amount then in the Trust Account. Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are no owed but unpaid income taxes on the funds in the Trust Account as of the date of this proxy statement/prospectus. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the Black Spade III Public Shareholders exercising redemption rights, regardless of whether such holders vote for or against any proposal described by this proxy statement/prospectus. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of the BIII Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Meeting. If you deliver your share certificates (if any) together with the redemption forms for redemption to Black Spade III’s transfer agent and later decide prior to the Meeting not to elect redemption, you may request that Black Spade III’s transfer agent return the shares (physically or electronically). You may make such request by contacting Black Spade III’s transfer agent at the address listed at the end of this section. Any corrected or changed proxy card or written demand of redemption rights must be received by Black Spade III before the applicable deadline specified in this proxy statement/prospectus. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Black Spade III’s transfer agent in the manner described above no later than two business days prior to the vote at the Meeting.

Black Spade III’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

If a holder of the BIII Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, Black Spade III will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your BIII Class A Ordinary Shares for cash and will not be entitled to ordinary shares of the combined company upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of the BIII Public Shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the cash in the Trust Account. In such case, Black Spade III will promptly return any share certificates (if any) together with the redemption forms delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the liquidation of Black Spade III.

This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith due to potential claims of creditors.

If you are a holder of the BIII Public Shares and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold. Assuming the maximum redemptions scenario and based on a closing market price of $        per Public Warrant on        , 2026, the aggregate value of the Public Warrants that may be retained by redeeming shareholders, after redeeming their shares, would be approximately $           million.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     U.S. Holder (as defined in the section titled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations” below) of BIII Class A Ordinary Shares that exercises its redemption rights may be treated as selling BIII Class A Ordinary Shares, resulting in the recognition of gain or loss. However, there are certain circumstances in which the redemption may instead be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants) at the relevant time. As discussed in more detail below, Black Spade III believes that it will be a passive foreign investment company (“PFIC”) with respect to its current taxable year. In that case, the U.S. federal income tax treatment of any income or gain recognized by a U.S. Holder that exercises its redemption rights will depend on the application of the PFIC rules discussed below and whether the U.S. Holder has made a PFIC Election (as defined below) with respect to its BIII Class A Ordinary Shares. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the sections titled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — Redemption of BIII Class A Ordinary Shares” and “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

Q:     If I am a Public Warrant holder, can I exercise redemption rights with respect to my Warrants?

A:     No. The holders of Public Warrants have no redemption rights with respect to such securities. Each Public Warrant will be exercisable for one Class A Ordinary Share of the combined company at a purchase price of $11.50.

Q:     If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:     No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the BIII Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, Black Spade III’s transfer agent, with written instructions to separate such Units into the BIII Public Shares and BIII Public Warrants. This must be completed far enough in advance to permit the mailing of the BIII Public Share certificates back to you so that you may then exercise your

redemption rights upon the separation of the BIII Public Shares from the Units. See the section titled “How do I exercise my redemption rights?” above. The address of Continental is listed under the section titled “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of the BIII Public Shares and BIII Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the BIII Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     Appraisal rights are not available to the shareholders of Black Spade III under the Cayman Islands Companies Act in connection with the Business Combination. Holders of Public Warrants or Units do not have appraisal rights in respect to such securities in connection with the Business Combination. However, Public Shareholders are still entitled to exercise the rights of redemption in respect to their Public Shares as set out herein, and the Black Spade III Board has determined that the redemption proceeds payable to Public Shareholders who exercise such redemption rights represent the fair value of those shares.

Q:     What will happen to my BIII Ordinary Shares as a result of the Business Combination?

A:     If the Business Combination is completed, each Eligible BIII Share will continue to be one Class A Ordinary Share of the combined company, subject to adjustment as set out herein.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     Of the net proceeds of Black Spade III’s IPO (including underwriters’ exercise of over-allotment option) and simultaneous sale of Private Placement Warrants, a total of $172,500,000 was placed in the Trust Account immediately following Black Spade III’s IPO and the exercise of the over-allotment option. After consummation of the Business Combination, the funds in the Trust Account will be used by Black Spade III to pay holders of the BIII Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Astrum and to repay any loans owed by Black Spade III to Sponsor. Any remaining funds will be paid to the combined company and used for working capital and general corporate purposes.

Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     The Black Spade III Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is substantially reduced as a result of redemptions by the Black Spade III Public Shareholders. To the extent that there are fewer Public Shares and Public Shareholders, the trading market for the ordinary shares of the combined company may be less liquid than the market was for the BIII Class A Ordinary Shares prior to the Business Combination, and the combined company may not be able to meet the listing standards of the NYSE. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to the combined company to be used in its business following the consummation of the Business Combination.

Q:     What happens if the Business Combination is not consummated?

A:     If Black Spade III does not complete the Business Combination with Astrum or another business combination within the Completion Window, Black Spade III shall cease all operations except for the purpose of winding up, must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an

amount then held in the Trust Account (excluding interest earned and dissolution expenses) in accordance with the Black Spade III articles and, as promptly as reasonably possible following such redemption, subject to the approval of Black Spade III’s remaining shareholders and the Black Spade III Board, liquidate and dissolve. The Sponsor and the Sponsor Related Parties have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected within the Completion Window, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Black Spade III’s outstanding warrants. Accordingly, the BIII Warrants will expire worthless.

Q:     When do you expect the Business Combination to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set on  , 2026; however, such Meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section titled “Proposal One — The Business Combination Proposal — Merger Consideration.”

Q:     What do I need to do now?

A:     Black Spade III urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a Black Spade III Shareholder and/or BIII Public Warrant holder. Black Spade III Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Black Spade III has engaged a professional proxy solicitation firm,            , to assist in soliciting proxies for the Meeting. Black Spade III has agreed to pay a fee of $             , plus disbursements. Black Spade III will reimburse   for reasonable out-of-pocket expenses and will indemnify                     and its affiliates against certain claims, liabilities, losses, damages and expenses. Black Spade III will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of BIII Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of BIII Ordinary Shares, and in obtaining voting instructions from those owners. Black Spade III’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     How do I vote?

A:     If you are a holder of record of BIII Shares at the close of business on the Record Date, you may vote by (a) attending the Meeting in person (virtually) or (b) by submitting a proxy for the Meeting. If you choose to attend the Meeting virtually, you will need to visit           , and enter the control number found on your proxy card. You may vote during the Meeting by following instructions available on the meeting website during the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the