EX-10.4





 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 intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit
consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant; 

Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and 

The Purchaser has agreed to purchase an aggregate of 6,000,000 warrants (or up to 6,450,000 warrants if the over-allotment option in
connection with the Public Offering is exercised in full) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. 

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows: 

AGREEMENT 

Section 1.    Authorization, Purchase and Sale; Terms of the Sponsor Warrants. 

(a)    Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor
Warrants to the Purchaser. 
 (b)    Purchase and Sale of the Sponsor Warrants. 

(i)    On the date of the consummation of the Public Offering or on such earlier time and date as may be
mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,000,000 Sponsor Warrants at a price of $1 per
warrant for an aggregate purchase price of $6,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with
the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate
evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 












 (ii)    On the date of any consummation of the closing
of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each
Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to
an aggregate of 450,000 additional Sponsor Warrants, in the same proportion as the amount of the option that is then so exercised, at a price of $1 per warrant for an aggregate purchase price of up to $450,000 (if the over-allotment option in
connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Over-allotment Closing
Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the
Company shall, at its option, deliver a certificate to the Purchaser evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name or effect such delivery in book-entry form. 

(c)    Terms of the Sponsor Warrants. 

(i)    Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the
Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of a letter agreement, dated as of the date hereof, to be entered into by the Company, the Purchaser and
the other parties thereto, in connection with the Public Offering. 
 (ii)    At the time of, or prior
to, the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the
Purchaser relating to the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants. 

Section 2.    Representations and Warranties of the Company. As a material inducement to the Purchaser to
enter into this Agreement and purchase the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that: 

(a)    Organization and Corporate Power. The Company is an exempted company duly incorporated, validly existing and
in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 

  
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 (b)    Authorization; No Breach. 

(i)    The execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly
authorized by the Company as of the Initial Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of
the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date. 

(ii)    The execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance
and sale of the Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Sponsor Warrants and the fulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing
Date (A) conflict with or result in a breach of the terms, conditions or provisions of, (B) constitute a default under, (C) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share
capital or assets under, (D) result in a violation of, or (E) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or
agency pursuant to, the amended and restated memorandum and articles of association of the Company (the “Articles”) (as in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or
any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

 (c)    Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and
the Warrant Agreement and the Articles, as it may be amended from time to time, and upon registration in the Company’s register of members, the Ordinary Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued,
fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants and the Ordinary
Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer
restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser. 

(d)    Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with,
any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby. 

  
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 (e)    Regulation D Qualification. Neither the Company
nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”). 

Section 3.    Representations and Warranties of the Purchaser. As a material inducement to the Company to
enter into this Agreement and issue and sell the Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that: 

(a)    Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to
carry out the transactions contemplated by this Agreement. 
 (b)    Authorization; No Breach. 

(i)    This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether
considered in a proceeding in equity or law). 
 (ii)    The execution and delivery by the Purchaser of
this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement,
instrument, order, judgment or decree to which the Purchaser is subject. 
 (c)    Investment Representations.

 (i)    The Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the
Ordinary Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or
distribution thereof. 
 (ii)    The Purchaser is an “accredited investor” as such term is
defined in Rule 501(a)(3) of Regulation D under the Securities Act. 
 (iii)    The Purchaser understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of,
and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 

  
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 (iv)    The Purchaser has not entered into this
Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. 

(v)    The Purchaser has been furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the
Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to
the acquisition of the Securities. 
 (vi)    The Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
passed upon or endorsed the merits of the offering of the Securities. 
 (vii)    The Purchaser
understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a registered transaction or
(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the Securities and Exchange Commission (the “SEC”) has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on
that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a
registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. 

(viii)    The Purchaser has such knowledge and experience in financial and business matters, knows of the
high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an
investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs
for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities. 

  
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 Section 4.    Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 

(a)    Representations and Warranties. The representations and warranties of the Company contained in Section 2
shall be true and correct at and as of such Closing Date as though then made. 
 (b)    Performance. The Company
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date. 

(c)    Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing
the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Sponsor Warrants hereunder. 

(d)    No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of
any of the transactions contemplated by this Agreement or the Warrant Agreement. 
 (e)    Warrant Agreement. The
Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser. 

Section 5.    Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 

(a)    Representations and Warranties. The representations and warranties of the Purchaser contained in
Section 3 shall be true and correct at and as of such Closing Date as though then made. 

(b)    Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date. 

(c)    No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of
any of the transactions contemplated by this Agreement or the Warrant Agreement. 
 (d)    Warrant Agreement. The
Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company. 

  
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 Section 6.    Termination. This Agreement may be terminated
at any time after September 30, 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date. 

Section 7.    Survival of Representations and Warranties. All of the representations and warranties contained
herein shall survive each Closing Date. 
 Section 8.    Definitions. Terms used but not otherwise defined
in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has filed with the SEC, under the Securities Act. 

Section 9.    Miscellaneous. 

(a)    Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary
herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members). 

(b)    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement. 
 (c)    Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. 

(d)    Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation. 

(e)    Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York
and for all purposes shall be construed in accordance with the internal laws of the State of New York. 

(f)    Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by
a written instrument executed by all parties hereto. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective
as of the date first set forth above. 
  

			
	 COMPANY:
  

BLACK SPADE ACQUISITION CO

 

	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	 PURCHASER:
  

BLACK SPADE SPONSOR LLC
  

	 By:
	 	  

		 	 Name:

		 	 Title: