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):
August 27, 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 1.01. Entry into a Material Definitive Agreement
On August 29, 2024, Black Spade Acquisition II Co (the “Company”) consummated its initial public offering (“IPO”) 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 (“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.
In connection with the IPO, on August 27, 2024, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company registration statement (File No. 333-280385):
| | · | An Underwriting Agreement, dated August 27, 2024, among the Company, Clear Street LLC and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representatives of the several underwriters. |
| | · | A Warrant Agreement, dated August 27, 2024, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| | · | A Letter Agreement, dated August 27, 2024, among the Company and certain security holders. |
| | · | An Investment Management Trust Agreement, dated August 27, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| | · | A Registration Rights Agreement, dated August 27, 2024, between the Company and certain security holders. |
| | · | A Sponsor Warrants Purchase Agreement, dated August 27, 2024, between the Company and the Sponsor. |
| | | |
| | · | An Administrative Services Agreement, dated August 27, 2024, between the Company and the Sponsor. |
| | | |
| | · | Indemnity Agreements, each dated August 27, 2024, between the Company and each of its executive officers and directors. |
Item 3.02. Unregistered Sales of Equity Securities
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 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 Sponsor 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.
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 23, 2024, Kester Ng, Richard Taylor, Russell Galbut, Robert Moore, Patsy Chan and Sammy Hsieh were appointed as members of the board of directors of the Company (the “Board”). The Board has determined that each of Russell Galbut, Robert Moore, Patsy Chan and Sammy Hsieh are “independent directors” as defined in the Nasdaq rules. The committees of the Board will be comprised of the following individuals: (i) each of Patsy Chan, Robert Moore and Sammy Hsieh will serve as members of the audit committee with Patsy Chan serving as chair, (ii) each of Patsy Chan, Russell Galbut and Robert Moore will serve as members of the nominating and corporate governance committee of the Board with Patsy Chan serving as chair and (iii) each of Patsy Chan, Robert Moore and Sammy Hsieh will serve as members of the compensation committee of the Board with Patsy Chan serving as chair.
On August 27, 2024, the Company entered into indemnification agreements with each of its directors and executive officers that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnification agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of such indemnification agreements, which are filed as Exhibits 10.6-10.12 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03. Amendments to Memorandum and Articles of Association.
On August 13, 2024, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01. Other Events.
A total of $150,000,000, comprised of $144,500,000 of the net proceeds from the IPO and $5,500,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee.
On August 27, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
On August 29, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement, dated August 27, 2024, among the Company, Clear Street LLC and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, as representatives of the several underwriters. |
| 3.1 | | Amended and Restated Memorandum and Articles of Association. |
| 4.1 | | Warrant Agreement, dated August 27, 2024, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 | | A Letter Agreement, dated August 27, 2024, among the Company and certain security holders. |
| 10.2 | | Investment Management Trust Agreement, dated August 27, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 | | Registration Rights Agreement, dated August 27, 2024, between the Company and certain security holders. |
| 10.4 | | Sponsor Warrants Purchase Agreement, dated August 27, 2024, between the Company and Black Spade Sponsor LLC II. |
| 10.5 | | Administrative Services Agreement, dated August 27, 2024, between the Company and Black Spade Sponsor LLC II. |
| 10.6 | | Indemnity Agreement, dated August 27, 2024, between the Company and Chi Wai Dennis Tam. |
| 10.7 | | Indemnity Agreement, dated August 27, 2024, between the Company and Shing Joe Kester Ng. |
| 10.8 | | Indemnity Agreement, dated August 27, 2024, between the Company and Richard Kirby Taylor. |
| 10.9 | | Indemnity Agreement, dated August 27, 2024, between the Company and Russell William Galbut. |
| 10.10 | | Indemnity Agreement, dated August 27, 2024, between the Company and Robert Steven Moore. |
| 10.11 | | Indemnity Agreement, dated August 27, 2024, between the Company and Po Yi Patsy Chan. |
| 10.12 | | Indemnity Agreement, dated August 27, 2024, between the Company and Wing Hong Sammy Hsieh. |
| 99.1 | | Press Release, dated August 27, 2024. |
| 99.2 | | Press Release, dated August 29, 2024. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 30, 2024
| | BLACK SPADE ACQUISITION II CO |
| | |
| | By: | /s/ Chi Wai Dennis Tam |
| | | Chi Wai Dennis Tam |
| | | Chairman and Co-Chief Executive Officer |
