Russell W Galbut Form 3 Black Spade Acquisition II / Russell W Galbut ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Galbut Russell W

(Last) (First) (Middle)

SUITE 2902, 29/F, THE CENTRIUM

60 WYNDHAM STREET, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/23/2024

3. Issuer Name and Ticker or Trading Symbol
Black Spade Acquisition II Co [ BSIIU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares(1)	(1)	(1)	Class A ordinary shares(1)	20,000(1)(2)	(1)	D

Explanation of Responses:

1. The Class B ordinary shares of the issuer will automatically convert into Class A ordinary shares of the issuer on a one-for-one basis (subject to certain adjustments, including share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the issuer's initial business combination, as described in the section entitled "Description of Securities" in the issuer's registration statement on Form S-1 (File No. 333-280385) filed with the Securities and Exchange Commission on June 21, 2024. The Class B ordinary shares have no expiration date.

2. Up to 2,609 of the Class B ordinary shares reported herein will be surrendered to the issuer for no consideration after the closing of the initial public offering depending on the extent to which the underwriters' over-allotment option is exercised.

	/s/ Galbut Russell William	08/23/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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