TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 12, 2021 Dennis Tam Chairman of the Board and Co-Chief Executive Officer Black Spade Acquisition Co Cogency Global 122 East 42nd Street 18th Floor New York, NY 10168 Re: Black Spade Acquisition Co Registration Statement on Form S-1 Filed June 29, 2021 File No. 333-257517 Dear Mr. Tam: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 filed on June 29, 2021 Our warrant agreement will designate the courts of the State of New York . . . ,, page 70 1. We note that your forum selection provision in the Warrant Agreement identifies a state court located within the State of New York as an exclusive forum for certain litigation. Please disclose whether this provision applies to actions arising under the Securities Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. [If this Dennis Tam Black Spade Acquisition Co July 12, 2021 Page 2 provision does not apply to actions arising under the Securities Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act.] We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Effie Simpson at 202-551-3346 or Andrew Blume at 202-551-3254 if you have questions regarding comments on the financial statements and related matters. Please contact Jay Mumford at 202-551-3637 or Jay Ingram at 202-551-3397 with any other questions. FirstName LastNameDennis Tam Sincerely, Comapany NameBlack Spade Acquisition Co Division of Corporation Finance July 12, 2021 Page 2 Office of Manufacturing FirstName LastName