UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 98188 / August 22, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4443 / August 22, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21572

In the Matter of

BLACK SPADE 

ACQUISITION CO, 

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Black Spade Acquisition Co (“Black Spade” or 

“Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Ceaseand-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that: 

Summary

1. These proceedings arise out of the violation of Exchange Act Rule 12b-25, which 

requires that issuers of a security registered pursuant to Section 12 of the Exchange Act that fail to 

file timely a periodic report shall file a Form 12b-25 “Notification of Late Filing,” commonly 

known as “Form NT,” which contains, among other things, reasonable detail as to why the issuer’s 

periodic report could not be filed on time and an explanation of any anticipated, significant changes 

in the issuer’s results of operations.

2. In August 2022, Black Spade violated Rule 12b-25 by filing a Form 12b-25 with the 

Commission in which Black Spade failed to disclose why, in sufficient detail under the 

circumstances presented, its second-quarter fiscal year (“FY”) 2022 Form 10-Q could not be timely 

filed. Black Spade’s Form 12b-25 also failed to acknowledge anticipated, significant changes in 

Black Spade’s results of operations for the second quarter of FY2022, compared with Black Spade’s 

operating results in the second quarter of FY2021, and to provide an explanation of the changes. 

Three days after filing its Form 12b-25, Black Spade filed a Form 8-K disclosing to investors and 

the market that the company’s financial statements included in its Form 10-K for FY2021 and Form 

10-Q for first-quarter of FY2022 could no longer be relied upon and would be restated. Black 

Spade, however, had failed to include in its Form 12b-25 any disclosure that the discovery, and 

ongoing correction, of errors in its prior filings were among the principal reasons that it was unable 

to file timely the subject Form 10-Q for the second quarter of FY2022. 

Respondent

3. Black Spade, a Cayman Islands corporation based in Hong Kong, China, is a 

special purpose acquisition company that is currently in the process of combining with another 

company. At all relevant times, Black Spade common stock has been registered under Section 

12(b) of the Exchange Act and trades on the New York Stock Exchange under the symbol BSAQ.

Legal Framework and Facts

4. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require 

issuers with a security registered pursuant to Section 12 of the Exchange Act to file with the 

Commission annual reports on Form 10-K and quarterly reports on Form 10-Q.

 

1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding.
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5. Rule 12b-25 provides that if an issuer fails to file a Form 10-K or 10-Q within the 

time period prescribed for such report, the issuer, no later than one business day after the due date 

for such report, shall file a Form 12b-25 with the Commission, disclosing the issuer’s inability 

to file the report timely and the reasons therefore in reasonable detail.2 Form 12b-25 requires the 

issuer to affirm, among other things, that the subject periodic report will be filed within fifteen 

calendar days, for a Form 10-K, or within five calendar days, for a Form 10-Q, of the report’s 

prescribed due date. Form 12b-25 also requires the issuer to confirm whether or not it anticipates 

that any significant change in results of operations from the corresponding period for the prior 

fiscal year will be reflected by the earnings statements to be included in the subject periodic report. 

If such change is anticipated, the issuer must attach a narrative and quantitative explanation of the 

anticipated change and, if appropriate, state the reasons why a reasonable estimate of the results 

cannot be made.

6. On August 15, 2022, Black Spade filed with the Commission a Form 12b-25 

disclosing that Black Spade could not file timely its Form 10-Q for its second fiscal quarter, ended 

June 30, 2022, “within the prescribed time period because the Company requires additional time to 

prepare and review its financial statements to ensure adequate disclosure of the financial 

information required to be included in the Form 10-Q.”

7. Furthermore, in its Form 12b-25, Black Spade affirmed that it did not anticipate that 

any significant change in results of operations from the corresponding period for the prior fiscal 

year would be reflected in the subject Form 10-Q. 

8. On August 18, 2022, Black Spade filed with the Commission a Form 8-K 

disclosing that, “the Company’s management, after consultation with [Auditor], the Company’s 

independent registered public accounting firm, re-evaluated the Company’s accounting of accounts 

payable and accrued expenses and determined that the Company failed to recognize and accrue 

certain expenses in connection with the proposed initial business combination resulting in an 

understatement of the account payable and accrued expenses, which requires an adjustment to the 

Company’s financial statements as of December 31, 2021 and for the period from March 3, 2021 

(inception) through December 31, 2021 and its financial statements as of and for the quarterly 

period ended March 31, 2022.” 

9. Prior to August 15, 2022, Black Spade understood that its inability to meet the 

filing deadline for its second-quarter FY2022 Form 10-Q was due, in large part, to the discovery, 

and ongoing correction, of errors in its Forms 10-K and first quarter 10-Q. Moreover, the company 

was aware that its second-quarter FY2022 financial results, when reported, would differ 

significantly from its second-quarter FY2021 financial results, including a 2585% increase in total 

expenses versus second quarter FY2021. In its Form 12b-25, however, Black Spade failed to 

disclose any of this information, much less provide the detailed narratives and quantitative 

explanation specifically called for by the form. 

 

2 Form 12b-25 specifies a “narrative” disclosure in “reasonable detail why” Form 10-Q or 10-K “could not 

be filed within the prescribed time period.” (See Form 12b-25, Part III.)
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Violations

10. As a result of the conduct described above, Black Spade violated Section 13(a) of 

the Exchange Act and Rule 12b-25 thereunder.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Black Spade’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent Black Spade cease and 

desist from committing or causing any violations and any future violations of Section 13(a) of the 

Exchange Act and Rule 12b-25 thereunder.

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $35,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717. 

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Black Spade as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to D. Mark Cave, Associate 
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Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 

Washington, DC 20549. 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.

By the Commission.

Vanessa A. Countryman

Secretary