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 person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a Holder and collectively the Holders).
WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 4,312,500 Class B ordinary shares, par value $0.0001 per share (the Founder Shares), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;
WHEREAS, the Founder Shares will automatically convert into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), concurrently or immediately following the initial closing of the Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as may be amended from time to time;
WHEREAS, up to an aggregate of 562,500 Founder Shares are subject to forfeiture by the Sponsor if the over-allotment option in connection with the Companys initial public offering is not exercised in full;
WHEREAS, on , 2021, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 6,000,000 warrants (or up to 6,450,000 warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering, each Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50;
WHEREAS, in order to finance the Companys transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor, its affiliates or any of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into private placement-equivalent warrants (Working Capital Warrants) at a price of $11.50 per warrant at the option of the lender; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: