BSIIU Black Spade Acquisition II Company

 

 

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): October 7, 2024

 

BLACK SPADE ACQUISITION II CO
(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		001-42258		N/A
(State or other jurisdiction of incorporation)		(Commission  File Number)		(I.R.S. Employer Identification No.)

 

Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong		00000
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: + 852 3955 1316

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value, included as part of the units		BSII		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50, included as part of the units		BSIIW		The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant		BSIIU		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01. Other Events.

 

As previously reported, on August 29, 2024, Black Spade Acquisition II Co (the “Company”), consummated its initial public offering of 15,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (the “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. The Company had granted the underwriters in the initial public offering (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any. On September 26, 2024, the Underwriters exercised the over-allotment option in part and purchased an additional 300,000 Units, generating gross proceeds of $3,000,000.

 

On October 7, 2024, the Company announced that the holders of the Company’s Units may elect to separately trade the Class A Ordinary Shares and Warrants included in the Units commencing on October 7, 2024. Any Units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “BSIIU”. Any underlying shares of Class A Ordinary Shares and Warrants that are separated will trade on Nasdaq Stock Market LLC under the symbols “BSII” and “BSIIW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and Warrants.

 

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is included hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated October 7, 2024.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 7, 2024

 

	BLACK SPADE ACQUISITION II CO
	By:	/s/ Chi Wai Dennis Tam
		Name:	Chi Wai Dennis Tam
		Title:	Executive Chairman and Co-Chief Executive Officer

 

Exhibit 99.1

 

Black Spade Acquisition II Co Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing October 7, 2024

 

HONG KONG – October 7, 2024 – Black Spade Acquisition II Co (the “Company”) announced that commencing October 7, 2024, holders of the units sold in the Company’s initial public offering of 15,300,000 units (including 300,000 units sold in connection with the partial exercise of the underwriter’s over-allotment option), with a total gross proceeds of $153,000,000, may elect to separately trade the Class A ordinary shares and warrants included in the units. Those units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “BSIIU,” and the Class A ordinary shares and warrants that are separated will trade on the Nasdaq Stock Market LLC under the symbols “BSII” and “BSIIW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

 

Clear Street LLC and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acted as joint book-running managers. The offering was made only by means of a prospectus, copies of which may be obtained from Clear Street LLC, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, by email at ecm@clearstreet.io, or from the SEC website at www.sec.gov.

 

A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2024. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Black Spade Acquisition II Co

 

Black Spade Acquisition II Co is the second SPAC of its founder, Black Spade Capital and its management team incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets. While the Company may pursue an acquisition or a business combination with a target in any business or industry, it believes that the entertainment, lifestyle and technology industries, particularly those that are major beneficiaries of artificial intelligence, provide ample business combination opportunities.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Investor Contact:

 

IR@blackspadeacquisitionii.com 

 

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