| Item 1. | |
| (a) | Name of issuer:
Black Spade Acquisition II Co |
| (b) | Address of issuer's principal executive
offices:
Suite 9202, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong, 00000 |
| Item 2. | |
| (a) | Name of person filing:
Fort Baker Capital Management LP
Steven Patrick Pigott
Fort Baker Capital, LLC |
| (b) | Address or principal business office or, if
none, residence:
The principal business address of each reporting person is 700 Larkspur Landing Circle, Suite 275, Larkspur, CA 94939. |
| (c) | Citizenship:
Fort Baker Capital Management LP: Delaware Limited Partnership
Steven Patrick Pigott: Citizen of the United States
Fort Baker Capital, LLC: Delaware Limited Liability Company |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G1153L109 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Reference is hereby made to Items 5-9 of this Schedule, which Items are incorporated by reference herein.
Fort Baker Capital Management LP directly holds 1,361,275 Class A ordinary shares. Steven Patrick Pigott acts as Limited Partner/Chief Investment Officer for Fort Baker Capital Management LP. Fort Baker Capital, LLC acts as General Partner for Fort Baker Capital Management LP.
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
The calculation of percentage of beneficial ownership in item 11 was derived from the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024, in which the Issuer stated that the number of Class A ordinary shares outstanding was 15,300,000 as of November 12, 2024. |
| (b) | Percent of class:
Fort Baker Capital Management LP: 8.9 %
Steven Patrick Pigott: 8.9 %
Fort Baker Capital, LLC: 8.9 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Fort Baker Capital Management LP: 0
Steven Patrick Pigott: 0
Fort Baker Capital, LLC: 0
|
| | (ii) Shared power to vote or to direct the
vote:
Fort Baker Capital Management LP: 1,361,275
Steven Patrick Pigott: 1,361,275
Fort Baker Capital, LLC: 1,361,275
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Fort Baker Capital Management LP: 0
Steven Patrick Pigott: 0
Fort Baker Capital, LLC: 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Fort Baker Capital Management LP: 1,361,275
Steven Patrick Pigott: 1,361,275
Fort Baker Capital, LLC: 1,361,275
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
