BSAQ.U / Black Spade Acquisition Co Units, each consisting of one Class A ordinary share and one-half of one - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40616 BLACK SPADE ACQUISITION CO (Exact name of Issuer as specified in i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40616 BLACK SPADE ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40616 BLACK SPADE ACQUISITION CO The NYSE American LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) Suite

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

EX-10.2 Exhibit 10.2 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[*]”) in this exhibit.*** ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT A

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

VINFAST AND BLACK SPADE ACQUISITION CO COMPLETE BUSINESS COMBINATION

EX-99.1 Exhibit 99.1 VINFAST AND BLACK SPADE ACQUISITION CO COMPLETE BUSINESS COMBINATION - VinFast’s Ordinary Shares and Warrants to Begin Trading on the Nasdaq on August 15, 2023 under Ticker Symbols “VFS” and “VFSWW,” respectively. August 14, 2023 - VinFast Auto Ltd. (“VinFast”) and Black Spade Acquisition Co (NYSE: BSAQ) (“Black Spade”) today announced the completion of their previously announ

REGISTRATION RIGHTS AGREEMENT

EX-10.1 Exhibit 10.1 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[*]”) in this exhibit.*** REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated

Black Spade Acquisition Co Announces Intention to Voluntarily Delist from NYSE American LLC, Conditional Upon Consummation of its Pending Business Combination with VinFast Auto Ltd.

Exhibit 99.2 Black Spade Acquisition Co Announces Intention to Voluntarily Delist from NYSE American LLC, Conditional Upon Consummation of its Pending Business Combination with VinFast Auto Ltd. HONG KONG – August 10, 2023 – Black Spade Acquisition Co (the “Company”) today announced that, in connection with its proposed business combination (the “Business Combination”) with VinFast Auto Ltd. (“Vin

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . BLACK SPADE ACQUISITION CO (Exact name of registrant

VINFAST AND BLACK SPADE ACQUISITION CO ANNOUNCE APPROVAL OF BUSINESS COMBINATION BY BLACK SPADE’S SHAREHOLDERS

Filed by VinFast Auto Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 VINFAST AND BLACK SPADE ACQUISITION CO ANNOUNCE APPROVAL OF BUSINESS COMBINATION BY BLACK SPADE’S SHAREHOLDERS • VinFast and Black Spade

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2023 BLACK SPADE ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

VINFAST AND BLACK SPADE ACQUISITION CO ANNOUNCE APPROVAL OF BUSINESS COMBINATION BY BLACK SPADE’S SHAREHOLDERS

Exhibit 99.1 VINFAST AND BLACK SPADE ACQUISITION CO ANNOUNCE APPROVAL OF BUSINESS COMBINATION BY BLACK SPADE’S SHAREHOLDERS • VinFast and Black Spade Expect to Close the Business Combination on August 14, 2023. • VinFast’s Ordinary Shares and Warrants Expected to Begin Trading on the Nasdaq on or around August 15, 2023 under Ticker Symbols “VFS” and “VFSWW,” respectively. August 10, 2023 - VinFast

BSAQ / Black Spade Acquisition Co - Class A / Vivaldi Asset Management, LLC - BSAQ 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Black Spade Acquisition Co (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G11537100 (CUSIP Number) July 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

VINFAST GRANTED A WAIVER OF THE APPLICATION OF THE SINGAPORE TAKE-OVER CODE

425 Filed by VinFast Auto Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 PRESS RELEASE VINFAST GRANTED A WAIVER OF THE APPLICATION OF THE SINGAPORE TAKE-OVER CODE August 4, 2023 – On August 2, 2023, the Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2023 BLACK SPADE ACQUISITIO

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

VINFAST’S REGISTRATION STATEMENT ON FORM F-4 IN CONNECTION WITH ITS PROPOSED BUSINESS COMBINATION WITH BLACK SPADE DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE COMMISSION

EX-99.1 Exhibit 99.1 VINFAST’S REGISTRATION STATEMENT ON FORM F-4 IN CONNECTION WITH ITS PROPOSED BUSINESS COMBINATION WITH BLACK SPADE DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE COMMISSION July 28, 2023 - VinFast Auto Pte. Ltd. (“VinFast” or “the Company”) and Black Spade Acquisition Co (NYSE: BSAQ) (“Black Spade”) announced that the U.S. Securities and Exchange Commission (“the SEC”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2023 BLACK SPADE ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 28, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

VINFAST’S REGISTRATION STATEMENT ON FORM F-4 IN CONNECTION WITH ITS PROPOSED BUSINESS COMBINATION WITH BLACK SPADE DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE COMMISSION

425 Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 PRESS RELEASE VINFAST’S REGISTRATION STATEMENT ON FORM F-4 IN CONNECTION WITH ITS PROPOSED BUSINESS COMBINATION WITH BLACK SPAD

BSAQ / Black Spade Acquisition Co - Class A / NINE MASTS CAPITAL Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Black Spade Acquisition Co (Name of Issuer) Class A Ordinary Shares, Par Value $0.0001 Per Share (Title of Class of Securities) G11537100 (CUSIP Number) 07/13/2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design

Black Spade Acquisition Co Announces Extension of Combination Period

EX-99.1 Exhibit 99.1 Black Spade Acquisition Co Announces Extension of Combination Period HONG KONG, July 14, 2023 – Black Spade Acquisition Co (the “Company”) today announced that, at its extraordinary general meeting of shareholders on July 13, 2023, the Company’s shareholders voted in favor of the proposal to amend and restate (the “Articles Amendment”) the Company’s current amended and restate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 13, 2023 BLACK SPADE ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 13, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

Second Amended and Restated Memorandum and Articles of Association

EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLACK SPADE ACQUISITION CO (Adopted by Special Resolution passed on July 13, 2023 and effective on July 13, 2023) i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDU

BSAQ / Black Spade Acquisition Co - Class A / Vivaldi Asset Management, LLC - BSAQ 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Black Spade Acquisition Co (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G11537100 (CUSIP Number) June 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40616 BLACK SPADE ACQUISITI

Form 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40616 BLACK SPADE ACQUISITION CO New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or register

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14A 1 d517088dprer14a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 14, 2023 BLACK SPADE ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 14, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

First Amendment to Sponsor Support and Lock-Up Agreement and Deed, dated as of June 14, 2023, by and among VinFast, Black Spade and the Sponsor

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED This FIRST AMENDMENT TO SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Amendment”) is made as of June 14, 2023, by and among VinFast Auto Pte. Ltd. (Company Registration Number: 201501874G), a private limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01 61 Ro

First Amendment to Business Combination Agreement, dated as of June 14, 2023, by and among Black Spade, VinFast and Merger Sub

EX-2.1 Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of June 14, 2023, is entered into by and among (i) Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”), (ii) VinFast Auto Pte. Ltd. (Company Registration No. 201501874G)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 14, 2023 BLACK SPADE ACQUISITIO

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 14, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

Black Spade Acquisition Co Announces Transfer Listing to NYSE American from NYSE

Exhibit 99.1 Black Spade Acquisition Co Announces Transfer Listing to NYSE American from NYSE HONG KONG – June 16, 2023 – Black Spade Acquisition Co (the “Company”) today announced it is transferring the listing of its units, Class A ordinary shares and warrants to the NYSE American LLC (“NYSE American”) from the New York Stock Exchange LLC (“NYSE”). The decision to transfer to the NYSE American w

Black Spade Acquisition Co Announces Transfer Listing to NYSE American from NYSE

Exhibit 99.1 Black Spade Acquisition Co Announces Transfer Listing to NYSE American from NYSE HONG KONG – June 16, 2023 – Black Spade Acquisition Co (the “Company”) today announced it is transferring the listing of its units, Class A ordinary shares and warrants to the NYSE American LLC (“NYSE American”) from the New York Stock Exchange LLC (“NYSE”). The decision to transfer to the NYSE American w

First Amendment to Business Combination Agreement, dated as of June 14, 2023, by and among Black Spade, VinFast and Merger Sub

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

First Amendment to Sponsor Support and Lock-Up Agreement and Deed, dated as of June 14, 2023, by and among VinFast, Black Spade and the Sponsor

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED This FIRST AMENDMENT TO SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Amendment”) is made as of June 14, 2023, by and among VinFast Auto Pte. Ltd. (Company Registration Number: 201501874G), a private limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01 61 Ro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BLACK SPADE ACQUISITION CO (Exact name of regis

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BLACK SPADE ACQUISITION CO (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identific

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Filed by VinFast Auto Pte. Ltd.

Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 Investor Presentation June 2023 2 Disclaimer This presentation contains proprietary and confidential information of VinFast Auto Pt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . BLACK SPADE ACQUISITION CO (Exact

Sponsor Support and Lock-Up Agreement and Deed

EX-10.1 Exhibit 10.1 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[*]”) in this exhibit.*** SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED This SPONSOR SUPPORT AND LOCK-UP AGREEMENT

SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED

425 Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded informatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2023 BLACK SPADE ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

Form of Plan of Merger

EX-10.5 Exhibit 10.5 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[*]”) in this exhibit.*** ANNEX F FORM OF PLAN OF MERGER THIS PLAN OF MERGER is made on [•], 2023. BETWEEN (a) Nuevo

Shareholders Support and Lock-Up Agreement and Deed

EX-10.2 Exhibit 10.2 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[*]”) in this exhibit.*** SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED This SHAREHOLDERS SUPPORT AND LOCK-UP

SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED

Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2023 BLACK SPADE ACQUISITION

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

BUSINESS COMBINATION AGREEMENT by and among BLACK SPADE ACQUISITION CO, VINFAST AUTO PTE. LTD., NUEVO TECH LIMITED dated as of May 12, 2023

425 Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded informatio

REGISTRATION RIGHTS AGREEMENT

Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is

VINFAST TO PUBLICLY LIST THROUGH BUSINESS COMBINATION WITH BLACK SPADE ACQUISITION CO

Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 PRESS RELEASE VINFAST TO PUBLICLY LIST THROUGH BUSINESS COMBINATION WITH BLACK SPADE ACQUISITION CO May 12 2023 – VinFast Auto Pte.

Form of Assignment, Assumption and Amendment Agreement

EX-10.4 Exhibit 10.4 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[*]”) in this exhibit.*** ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT A

VINFAST TO PUBLICLY LIST THROUGH BUSINESS COMBINATION WITH BLACK SPADE ACQUISITION CO

EX-99.1 Exhibit 99.1 PRESS RELEASE VINFAST TO PUBLICLY LIST THROUGH BUSINESS COMBINATION WITH BLACK SPADE ACQUISITION CO May 12 2023 – VinFast Auto Pte. Ltd. (“VinFast” or “the Company”), and Black Spade Acquisition Co (NYSE: BSAQ) (“Black Spade”) announced today that they have entered into a business combination agreement. After the transaction, VinFast will have an equity value of over US$23 bil

Business Combination Agreement

EX-2.1 Exhibit 2.1 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[*]”) in this exhibit.*** BUSINESS COMBINATION AGREEMENT by and among BLACK SPADE ACQUISITION CO, VINFAST AUTO PTE. LT

Form of Registration Rights Agreement

EX-10.3 Exhibit 10.3 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[*]”) in this exhibit.*** Agreed Form REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreem

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

425 Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded informatio

ANNEX F FORM OF PLAN OF MERGER

Filed by VinFast Auto Pte. Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Black Spade Acquisition Co Commission File No.: 001-40616 ***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-4

Joint Filing Agreement, dated as of February 14, 2023, by and among the Reporting Persons

EX-99.1 2 ea173488ex99-1black.htm JOINT FILING AGREEMENT,DATED AS OF FEBRUARY 14, 2023, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an

BSAQ / Black Spade Acquisition Co - Class A / LMR Partners LLP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Black Spade Acquisition Co (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G11537100 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropri

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersig

BSAQ / Black Spade Acquisition Co - Class A / CANTOR FITZGERALD SECURITIES - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea173488-13ga1cantorblack.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Black Spade Acquisition Co (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G11537100 (CUSIP Number) December 31, 2022 (Date of

BSAQ / Black Spade Acquisition Co - Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G 1 sc13gblackspadeacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Black Spade Acquisition Co (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G11537100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this S

Promissory Note dated February 3, 2023, issued by Black Spade Acquisition Co to Black Spade Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SEC

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . BLACK SPADE ACQUISITION CO (E

Promissory Note dated October 25, 2022, issued by Black Spade Acquisition Co to Black Spade Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SEC

KYG115371000 / Black Spade Acquisition Co. / CANTOR FITZGERALD SECURITIES - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Black Spade Acquisition Co (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G11537100 (CUSIP Number) August 18, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSIT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O F 1934 For the transition period from to . BLACK SPADE A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . BLACK SPADE ACQUISITION CO (Exact n

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40616 CUSIP Number: G11537 100 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40616 CUSIP Number: G11537 100 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O F 1934 For the transition period from to . BLACK SPADE ACQUISITION CO (Exact

BSAQ / Black Spade Acquisition Co - Class A / MILLENNIUM MANAGEMENT LLC Passive Investment

SC 13G 1 BSAQSC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BLACK SPADE ACQUISITION CO (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G11537100 (CUSIP Number) MARCH 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-4

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended*

Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Black Spade Acquisition Co (the ?Company,? ?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The fol

BSAQ / Black Spade Acquisition Co - Class A / LMR Partners LLP Passive Investment

SC 13G/A 1 formsc13ga-blackspade.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Black Spade Acquisition Co (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G11537100 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this s

Joint Filing Agreement (filed herewith).

EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there

BSAQ / Black Spade Acquisition Co - Class A / RP Investment Advisors LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea155185-13ga1rpinvblacks.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Black Spade Acquisition Co (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G11537100 (CUSIP Number) July 20, 2021 (Date of Event which Req

BSAQ / Black Spade Acquisition Co - Class A / Black Spade Sponsor LLC - SCHEDULE 13G Passive Investment

SC 13G 1 d264919dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Black Spade Acquisition Co (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G11537 100** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of t

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . BLACK SPADE ACQUISITION CO (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40616 CUSIP Number: G11537 100 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN

NT 10-Q 1 d256780dnt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40616 CUSIP Number: G11537 100 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on For

LMR Partners LLP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Black Spade Acquisition Co (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G11537100 (CUSIP Number) September 14, 2021 (Date of event which requires filing of this statement) Check the appropriate box t

Black Spade Acquisition Co Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing September 7, 2021

Exhibit 99.1 Black Spade Acquisition Co Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing September 7, 2021 HONG KONG ? September 7, 2021 ? Black Spade Acquisition Co (the ?Company?) announced that commencing September 7, 2021, holders of the units sold in the Company?s initial public offering of 16,900,000 units (including 1,900,000 units sold in connection wit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2021 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . BLACK SPADE ACQUISITION CO (Exact n

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d213616d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 (August 3, 2021) BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or ot

BLACK SPADE ACQUISITION CO PRO FORMA BALANCE SHEET Actual as of July 20, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) ASSETS Current assets: Cash $ 3,180,960 $ (70,000 ) (2 ) $ 2,730,960 (380,000 ) (3 ) Prepaid expenses 26,800 — 26,

Exhibit 99.1 BLACK SPADE ACQUISITION CO PRO FORMA BALANCE SHEET Actual as of July 20, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) ASSETS Current assets: Cash $ 3,180,960 $ (70,000 ) (2 ) $ 2,730,960 (380,000 ) (3 ) Prepaid expenses 26,800 ? 26,800 Total current assets 3,207,760 450,000 2,757,760 Cash held in Trust Account 150,000,000 19,000,000 (1 ) 169,000,000 Total Assets $ 15

Joint Filing Agreement (filed herewith).

EX-99.1 2 ea144887ex99-1blackspade.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT July 28, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Sect

RP Investment Advisors LP - SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Black Spade Acquisition Co (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G11537126 (CUSIP Number) July 20, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Financial Statements and Exhibits, Other Events

8-K 1 d123832d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2021 (July 20, 2021) BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or othe

BLACK SPADE ACQUISITION CO INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 20, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 BLACK SPADE ACQUISITION CO INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 20, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Black Spade Acquisition Co Opinion on the Financial Statement We have audited the accompa

Indemnity Agreement, dated July 15, 2021, between the Company and Wing Hong Sammy Hsieh.

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Wing Hong Sammy Hsieh (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unles

Financial Statements and Exhibits, Other Events

8-K 1 d202751d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2021 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40616 N/A (State or other jurisdiction o

Black Spade Acquisition Co Announces Closing of $150 Million Initial Public Offering

Exhibit 99.2 Black Spade Acquisition Co Announces Closing of $150 Million Initial Public Offering HONG KONG? July 20, 2021 ? Black Spade Acquisition Co (the ?Company?) today announced the closing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units began trading on the New York Stock Exchange (the ?NYSE?) under the ticker symbol ?BSAQU? beginning July 16, 202

Indemnity Agreement, dated July 15, 2021, between the Company and Russell William Galbut.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Russell William Galbut (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unles

Indemnity Agreement, dated July 15, 2021, between the Company and Chi Wai Dennis Tam.

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Chi Wai Dennis Tam (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

Investment Management Trust Agreement, dated July 15, 2021, between the company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the company’s Current Report on Form 8-K filed with the SEC on July 20, 2021)

EX-10.2 6 d202751dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registr

Black Spade Acquisition Co Announces Pricing of $150 Million Initial Public Offering

Exhibit 99.1 Black Spade Acquisition Co Announces Pricing of $150 Million Initial Public Offering HONG KONG ? July 15, 2021 ? Black Spade Acquisition Co (the ?Company?) today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the New York Stock Exchange (the ?NYSE?) under the ticker symbol ?BSAQ

Indemnity Agreement, dated July 15, 2021, between the Company and Francis Chi Yin Ng.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Francis Chi Yin Ng (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th

Indemnity Agreement, dated July 15, 2021, between the Company and Robert Steven Moore.

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Robert Steven Moore (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless

Indemnity Agreement, dated July 15, 2021, between the Company and Po Yi Patsy Chan.

EX-10.11 15 d202751dex1011.htm EX-10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Po Yi Patsy Chan (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, of

Warrant Agreement, dated July 15, 2021, between the company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the company’s Current Report on Form 8-K filed with the SEC on July 20, 2021)

Exhibit 4.1 WARRANT AGREEMENT between BLACK SPADE ACQUISITION CO and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of July 15, 2021, is by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?). WHEREAS,

Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the company’s Current Report on Form 8-K filed with the SEC on July 20, 2021)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLACK SPADE ACQUISITION CO (Adopted by Special Resolution dated 12 July 2021) i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BLACK SPADE ACQUISITION CO (Adopted b

Sponsor Warrants Purchase Agreement, dated July 15, 2021, between the company and Black Spade Sponsor LLC (incorporated herein by reference to Exhibit 10.4 of the company’s Current Report on Form 8-K filed with the SEC on July 20, 2021)

Exhibit 10.4 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS: The Company i

Registration Rights Agreement, dated July 15, 2021, between the company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the company’s Current Report on Form 8-K filed with the SEC on July 20, 2021)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 15, 2021, is made and entered into by and among Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?, together with any other parties listed on the signature pages hereto a

Letter Agreement, dated July 15, 2021, among the company and certain security holders (incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed with the SEC on July 20, 2021)

Exhibit 10.1 July 15, 2021 Black Spade Acquisition Co Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Black Spade Ac

Underwriting Agreement, dated July 15, 2021, between the Company and Citigroup Global Markets Inc., as representative of the several underwriters.

Exhibit 1.1 Black Spade Acquisition Co 15,000,000 Units UNDERWRITING AGREEMENT New York, New York July 15, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), proposes to issu

Indemnity Agreement, dated July 15, 2021, between the Company and Shing Joe Kester Ng.

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 15, 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Shing Joe Kester Ng (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless t

Administrative Services Agreement, dated July 15, 2021, between the company and Black Spade Sponsor LLC (incorporated herein by reference to Exhibit 10.5 of the company’s Current Report on Form 8-K filed with the SEC on July 20, 2021)

EX-10.5 9 d202751dex105.htm EX-10.5 Exhibit 10.5 Black Spade Acquisition Co Suite 2902, 29/F The Centrium 60 Wyndham Street Central, Hong Kong July 15, 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securiti

$150,000,000 Black Spade Acquisition Co 15,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257517 PROSPECTUS $150,000,000 Black Spade Acquisition Co 15,000,000 Units Black Spade Acquisition Co is a blank check company newly incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BLACK SPADE ACQUISITION CO (Exact Name of Regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BLACK SPADE ACQUISITION CO (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Suite 2902, 29/F,

[Signature page follows]

July 14, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20150 Re: Black Spade Acquisition Co Registration Statement on Form S-1 Filed June 29, 2021, as amended File No. 333-257517 Dear Staff of the Division of Corporate Finance: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as am

Black Spade Acquisition Co Suite 2902, 29/F, The Centrium 60 Wyndham Street, Central Hong Kong

Black Spade Acquisition Co Suite 2902, 29/F, The Centrium 60 Wyndham Street, Central Hong Kong July 14, 2021 Division of Corporation Finance U.

As filed with the U.S. Securities and Exchange Commission on July 12, 2021

Table of Contents As filed with the U.S. Securities and Exchange Commission on July 12, 2021 Registration No. 333-257517 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Black Spade Acquisition Co (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or other juri

Black Spade Acquisition Co Suite 2902, 29/F, The Centrium 60 Wyndham Street, Central Hong Kong

Black Spade Acquisition Co Suite 2902, 29/F, The Centrium 60 Wyndham Street, Central Hong Kong July 12, 2021 Division of Corporation Finance U.

[Signature page follows]

July 12, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20150 Re: Black Spade Acquisition Co Registration Statement on Form S-1 Filed June 29, 2021, as amended File No. 333-257517 Dear Staff of the Division of Corporate Finance: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as am

Davis Polk & Wardwell

Davis Polk & Wardwell Hong Kong Solicitors The Hong Kong Club Building 3A Chater Road Hong Kong davispolk.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 2 d145833dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between BLACK SPADE ACQUISITION CO and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLACK SPADE ACQUISITION CO Auth Code: K30924499740 www.verify.gov.ky i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF BLACK SPADE ACQUISITION CO 1. The name of the Company is Black Spade Acquisition Co. 2.

Promissory Note issued to Black Spade Sponsor LLC

Exhibit 10.6 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO BLACK S

Form of Code of Ethics.

Exhibit 14.1 Black Spade Acquisition Co Form of Code of Ethics Effective , 2021 1. Introduction This Code of Ethics (“Code”) has been adopted by the Board of Directors (the “Board”) of Black Spade Acquisition Co (together with its subsidiaries, the “Company”) and summarizes the standards that must guide our actions. While covering a wide range of business practices and procedures, these standards

Consent of Sammy Hsieh.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Black Spade Acquisition Co of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Black Spade

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT between BLACK SPADE ACQUISITION CO and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, on , 20

Power of Attorney (included in the signature page of this Registration Statement).

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 29, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Black Spade Acquisition Co (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporat

Form of Private Placement Warrants Purchase Agreement among the Registrant and Black Spade Sponsor LLC

Exhibit 10.4 FORM OF SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS: The Company

Specimen Unit Certificate.

EX-4.1 5 d145833dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS BLACK SPADE ACQUISITION CO CUSIP [•] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary s

Form of Indemnity Agreement.

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequ

Consent of Russell Galbut.

EX-99.1 21 d145833dex991.htm EX-99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Black Spade Acquisition Co of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to

Consent of Patsy Chan.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Black Spade Acquisition Co of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Black Spade

Securities Subscription Agreement between Black Spade Sponsor LLC and the Registrant.

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), effective as of March 4, 2021, is made and entered into by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes to subscribe for an aggregate

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLACK SPADE ACQUISITION CO (Adopted by Special Resolution dated 2021) i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BLACK SPADE ACQUISITION CO (Adopted by Specia

Specimen Ordinary Share Certificate.

Exhibit 4.2 NUMBER SHARES BLACK SPADE ACQUISITION CO INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP [ ] FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF BLACK SPADE ACQUISITION CO (THE “COMPANY”) Subject to the Company’s amended and restated memorandum

Form of Letter Agreement among the Registrant, Black Spade Sponsor LLC and each of the officers and directors of the Registrant.

Exhibit 10.1 , 2021 Black Spade Acquisition Co Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Black Spade Acquisiti

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[

Consent of Robert Moore.

EX-99.2 22 d145833dex992.htm EX-99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Black Spade Acquisition Co of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to

Form of Underwriting Agreement.

Exhibit 1.1 Black Spade Acquisition Co 15,000,000 Units UNDERWRITING AGREEMENT New York, New York [ ], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), proposes to issue an

Form of Administrative Services Agreement between the Registrant and Black Spade Sponsor LLC.

EX-10.8 18 d145833dex108.htm EX-10.8 Exhibit 10.8 Black Spade Acquisition Co Suite 2902, 29/F The Centrium 60 Wyndham Street Central, Hong Kong , 2021 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of

Specimen Warrant Certificate.

Exhibit 4.3 [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BLACK SPADE ACQUISITION CO Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced

Form of Registration Rights Agreement among the Registrant, Black Spade Sponsor LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto and any

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units.

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This is a confidential draft submission to the U.S. Securities and Exchange Commission on May 19, 2021 and is not being filed under the Securities Act of 1933, as amended.

Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on May 19, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Black Spade Acquisition Co (Exact Name of Registran

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Exhibit 4.3 [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BLACK SPADE ACQUISITION CO Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among Black Spade Acquisition Co, a Cayman Islands exempted company (the ?Company?), and Black Spade Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?, together with any other parties listed on the signature pages hereto and any

This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 22, 2021 and is not being filed under the Securities Act of 1933, as amended.

Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 22, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Black Spade Acquisition Co (Exact Name of Registr