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): September 26, 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 3.02. Unregistered Sales of Equity Securities.

 

The information included in Item 8.01 is incorporated into this Item by reference.

 

Item 8.01. Other Events.

 

As previously disclosed on a Current Report on Form 8-K dated August 30, 2024, Black Spade Acquisition II Co (the “Company”) consummated its initial public offering (“IPO”) of 15,000,000 units (the “Units”) on August 29, 2024. 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 (“Warrant”), 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.

 

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 11,000,000 warrants (the “Private Placement Warrants”) to Black Spade Sponsor LLC II (the “Sponsor”) at a purchase price of $0.50 per Private Placement Warrant, generating gross proceeds to the Company of $5,500,000. The Private Placement Warrants will not be redeemable by the Company and may be exercisable on a cashless basis. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon conversion or exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial business combination. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights. 

 

In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,250,000 additional units to cover over-allotments (the “Option Units”), if any. On September 26, 2024, the underwriters purchased an additional 300,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $3,000,000.

 

Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 120,000 Private Placement Warrants at a purchase price of $0.50 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds to the Company of $60,000.

 

A total of $153,000,000 of the proceeds from the sale of the Units, the Option Units, the Private Placement Warrants and the Additional Private Placement Warrants was initially placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. and then transferred for the duration of the transaction into a segregated trust account at Citibank, NA, NY located in the U.S. with Continental Stock Transfer & Trust Company acting as trustee, established for the benefit of the Company’s public shareholders. An audited balance sheet as of August 29, 2024, reflecting receipt of the proceeds upon the consummation of the IPO and the sale of the Private Placement Warrants on August 29, 2024, but not the proceeds from the sale of the Option Units and the Additional Private Placement Warrants on September 26, 2024, had been prepared by the Company and previously filed on a Current Report on Form 8-K. The Company’s unaudited pro forma balance sheet, reflecting receipt of the proceeds from the sale of the Option Units and the Additional Private Placement Warrants on September 26, 2024, is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

On September 26, 2024, the Company issued a press release, a copy of which is included as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the partial exercise of the Over-Allotment Option.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Pro Forma Balance Sheet
99.2		Press Release, dated September 26, 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 2, 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

 

PRO FORMA UNAUDITED BALANCE SHEET

 

SEPTEMBER 26, 2024

		August 29, 2024				Pro Forma Adjustments						As Adjusted
							(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash		$	2,567,111			$	—					$	2,567,111
Prepaid expenses			26,800				—						26,800
Total current assets			2,593,911				—						2,593,911
Cash held in Trust Account			150,000,000				3,000,000			(1)			153,000,000
							(60,000	)		(2)
							60,000			(3)
Total Assets		$	152,593,911			$	3,000,000					$	155,593,911
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued offering costs		$	55,135			$	—					$	55,135
Accrued expenses			15,064				—						15,064
Over-allotment option liability			253,969				(8,405	)		(5)			—
							(245,564	)		(5)
Promissory note payable – related party			193,720				—						193,720
Total current liabilities			517,888				(253,969	)					263,919
Deferred underwriting fee			4,212,000				45,000			(2)			4,257,000
Total liabilities			4,729,888				(208,969	)					4,520,919
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 15,300,000 shares at redemption value of $10.00 per share			150,000,000				2,989,100			(1)			153,000,000
							(59,782	)		(2)
							(44,837	)		(2)
							115,519			(6)
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,500,000 shares authorized; none issued and outstanding			—				—						—
Class A ordinary shares, $0.0001 par value; 150,000,000 shares authorized; none issued or outstanding (excluding 15,300,000 shares subject to possible redemption)			—				—						—
Class B ordinary shares, $0.0001 par value, 15,000,000 shares authorized; 3,825,000 shares issued and outstanding			431				(49	)		(4)			382
Additional paid-in capital			—				10,900			(1)			—
							(218	)		(2)
							(163	)		(2)
							60,000			(3)
							49			(4)
							(115,519	)		(6)
							44,951			(7)
Accumulated deficit			(2,136,408	)			32,742			(5)			(1,927,390	)
							8,405			(5)
							212,822			(5)
							(44,951	)		(7)
Total Shareholders’ Deficit			(2,135,977	)			208,969						(1,927,008	)
Total Liabilities and Shareholders’ Deficit		$	152,593,911			$	3,000,000					$	155,593,911

 

See Note to Pro Forma Unaudited Balance Sheet.

 

BLACK SPADE ACQUISITION II CO

 

Note to Pro Forma Unaudited Balance Sheet

(Unaudited)

 

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

 

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Black Spade Acquisition II Co (the “Company”) as of August 29, 2024, adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred on September 26, 2024, as described below.

 

On August 29, 2024, the Company consummated the initial public offering (the “IPO”) of 15,000,000 units (the “Units”) at a purchase price of $10.00 per Unit, generating gross proceeds of $150,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Simultaneously with the closing of the IPO, the Company consummated the sale of 11,000,000 warrants (the “Private Placement Warrants”) at a price of $0.50 per Private Placement Warrant, in a private placement to Black Spade Sponsor LLC II, the Company’s sponsor (the “Sponsor”), generating gross proceeds of $5,500,000.

 

In connection with the IPO, the underwriters were granted a 45-day option from the effective date of the prospectus (the “Over-Allotment Option”) to purchase up to 2,250,000 additional Units (the “Option Units”) to cover over-allotments, if any. On September 26, 2024, the underwriters partially exercised their Over-Allotment Option to purchase an additional 300,000 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $3,000,000. The underwriters forfeited their option to purchase an additional 1,950,000 Option Units.

 

Simultaneously with the sale of the Option Units, the Sponsor purchased an additional 120,000 Private Placement Warrants at a purchase price of $0.50 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of $60,000. As a result of the underwriters’ election to partially exercise their overallotment option, 75,000 Founder Shares are no longer subject to forfeiture.

 

As of September 26, 2024, a total of $153,000,000 of the net proceeds from the IPO (including the Option Units) and the sale of the Private Placement Warrants were placed in the Trust Account.

 

Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option and sale of the Additional Private Placement Warrants are as follows:

 

			Pro forma entry
1			Cash held in Trust Account			3,000,000
			Class A ordinary shares subject to possible redemption							2,989,100
			Additional paid-in capital							10,900
			To record sale of 300,000 Overallotment Units at $10.00 per Unit.
2			Class A ordinary shares subject to possible redemption			59,782
			Additional paid-in capital			218
			Cash held in Trust Account							60,000
			Additional paid-in capital			163
			Class A ordinary shares subject to possible redemption			44,837
			Deferred underwriting compensation							45,000
			To record payment of cash & deferred underwriting fee on overallotment option.
			Cash held in Trust Account			60,000
			Additional paid-in capital							60,000
			To record the sale of private placement warrants at $0.50 per warrant
4			Class B ordinary shares			49
			Additional paid-in capital							49
			To record forfeiture of 487,500 Class B ordinary shares.
5			Over-allotment option liability			8,405
			Change in FV of over-allotment liability							8,405
			Over-allotment option liability			245,564
			Change in FV of over-allotment liability							212,822
			Accumulated deficit							32,742
			To record the true up of the over-allotment option at the over-allotment close date and write-off the over-allotment option liability due to the forfeiture of the option by the underwriters.
6			Additional paid-in capital			115,519
			Class A ordinary shares subject to possible redemption							115,519
			Record accretion of ordinary shares subject to redemption an amount of $10.00 per share
7			Accumulated deficit			44,951
			Additional paid-in capital							44,951
			Reclassify negative additional paid in capital to accumulated deficit

 

Exhibit 99.2

 

Black Spade Acquisition II Co Announces Closing of Partial Exercise of IPO Over-Allotment Option

 

(September 26, 2024, Hong Kong) Black Spade Acquisition II Co (the “Company”) (NASDAQ: BSIIU), a special purpose acquisition company (“SPAC”), today announced that the underwriters of its previously announced initial public offering have partially exercised their option to purchase an additional 300,000 units at the public offering price of $10.00 per unit, resulting in additional gross proceeds of approximately $3,000,000. The underwriters have a remaining option to purchase up to 1,950,000 additional units.

 

After giving effect to this partial exercise of the over-allotment option, the total number of units sold in the public offering increased to 15,300,000 units, resulting in total gross proceeds of $153,000,000 for the Company’s initial public offering.

 

Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be traded on Nasdaq under the ticker symbols “BSII” and “BSIIW”, respectively.

 

Clear Street LLC and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acted as joint book-running managers.

 

Latham & Watkins LLP served as legal counsel to the Company. Loeb & Loeb LLP served as legal counsel to the underwriters.

 

The offering was made only by means of a prospectus, copies of which may be obtained from Clear Street, 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 these securities has been filed with the U.S. Securities and Exchange Commission and became effective on August 23, 2024.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, 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 (“AI”), 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. No assurance can be given that the remaining over-allotment option discussed above will be completed on the terms described, or at all. 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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