Private company

Black Spade Acquisition II Co

Black Spade Acquisition II Co is a blank check company in the Cayman Islands.1 It is headquartered in Hong Kong, Hong Kong.1

Last updated Oct 20, 2026.

Overview

  • IndustryBlank Checks1
  • HeadquartersHong Kong, Hong Kong1
  • Incorporated inCayman Islands2
  • Business addressSuite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong, K3 -2
  • Filer category, Emerging growth company2

See how the biggest companies compare on our leaderboards

We are a blank check company incorporated under the laws of the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets, which we refer to throughout this Annual Report as our initial business combination.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Fiscal year2024
Cash$2.1M6
Current assets$2.3M6
Total assets$157.6M6
Current liabilities$1.1M6
Total liabilities$5.4M6
Retained earnings-$3.2M6
Shareholders’ equity-$3.2M6

Compare Black Spade Acquisition II Co with another company

Corporate structure

Black Spade Acquisition II Co sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Black Spade Acquisition II Co

  • Fort Baker Capital Management LP Filed SCHEDULE 13G/A on Black Spade Acquisition II Co, latest Aug 14, 2025 (3 filings since Nov 14, 2024)
  • Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on Black Spade Acquisition II Co, latest Aug 14, 2025 (2 filings since Feb 14, 2025)
  • Barclays Filed SCHEDULE 13G/A on Black Spade Acquisition II Co, latest May 13, 2025 (3 filings since Feb 7, 2025)
  • Harraden Circle Investments, LLC Filed SCHEDULE 13G on Black Spade Acquisition II Co, latest May 13, 2025
  • AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Black Spade Acquisition II Co, latest Feb 13, 2025 (2 filings since Nov 14, 2024)
  • Black Spade Sponsor LLC II Filed SC 13G on Black Spade Acquisition II Co, latest Nov 19, 2024
  • Black Spade Acquisition II Co Hong Kong, Hong Kong

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Black Spade Acquisition II Co reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Properties, in its own words

We currently maintain our executive offices at Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong. The cost for the space is included in the up to $20,000 monthly fee that we pay our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 4, 2025.3

Leadership

Who has led Black Spade Acquisition II Co, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Chi Wai Dennis Tam2024–now
  2. Shing Joe Kester Ng2024–now
2025
Board members and other officers (5)

Timeline

  1. Jun 5, 20258-K Entered a material agreement; Ended a material agreement; Completed an acquisition or sale13
  2. Jun 2, 20258-K Listing notice or transfer; Regulation FD disclosure14
  3. May 30, 20258-K Shareholder vote; Regulation FD disclosure; Other events15
  4. May 20, 20258-K Entered a material agreement16
  5. Jan 27, 20258-K Entered a material agreement; Regulation FD disclosure17
  6. Oct 7, 20248-K Other events18
  7. Oct 2, 20248-K Unregistered sale of shares; Other events19
  8. Sep 5, 20248-K Other events20
  9. Aug 30, 20248-K Entered a material agreement; Unregistered sale of shares; Executive or director change21
  10. Aug 23, 2024New chief executive Shing Joe Kester Ng becomes CEO9
  11. Aug 23, 2024New chief executive Chi Wai Dennis Tam becomes CEO8

Filings

64 filings to the SEC since October 2021: 2 annual reports, 3 quarterly reports, 9 major events, 16 insider forms, 12 large holders, 22 other. The latest 20:

  1. Aug 14, 2025SCHEDULE 13G/A EDGAR
  2. Aug 14, 2025SCHEDULE 13G/A EDGAR
  3. Jun 23, 202515-12G EDGAR
  4. Jun 11, 202525 EDGAR
  5. Jun 5, 20258-K EDGAR
  6. Jun 4, 20254 OWNERSHIP DOCUMENT EDGAR
  7. Jun 4, 20254 OWNERSHIP DOCUMENT EDGAR
  8. Jun 4, 20254 OWNERSHIP DOCUMENT EDGAR
  9. Jun 4, 20254 OWNERSHIP DOCUMENT EDGAR
  10. Jun 4, 20254 OWNERSHIP DOCUMENT EDGAR
  11. Jun 4, 20254 OWNERSHIP DOCUMENT EDGAR
  12. Jun 4, 20254 OWNERSHIP DOCUMENT EDGAR
  13. Jun 4, 20254 OWNERSHIP DOCUMENT EDGAR
  14. Jun 2, 2025425 EDGAR
  15. Jun 2, 20258-K EDGAR
  16. May 30, 2025425 EDGAR
  17. May 30, 20258-K EDGAR
  18. May 20, 20258-K EDGAR
  19. May 20, 2025DEFA14A EDGAR
  20. May 15, 202510-Q EDGAR

The 64 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Black Spade Acquisition II Co is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBlack Spade Acquisition II Co1
  • CIK0002025065
  • Employer ID (EIN)00-00000003
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
  • Incorporated inCayman Islands3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business addressSuite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong, K3 -1
  • Phone852 3955 13161
  • Shares outstanding15,300,000 Common Class A shares; 3,825,000 Common Class B shares as of Feb 28, 20253
  • Public float$151.9M as of Dec 31, 20243
  • AuditorWithumSmith+Brown, PC, New York, NY PCAOB ID 100; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceJun 21, 20241
  • Filings74 in all: 425 (10), 8-K (9), 3 (8), 4 (8), SCHEDULE 13G/A (7), CORRESP (5), S-1/A (4), SCHEDULE 13G (4)1
    All 22 form types

    10-Q (3), SC 13G (3), UPLOAD (2), 10-K (1), 10-K/A (1), 15-12G (1), 25 (1), 424B4 (1), 8-A12B (1), CERT (1), DEFA14A (1), DEFM14A (1), EFFECT (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Mar 4, 2025
    Quarterly report (10-Q) May 15, 2025
    Latest 8-K (8-K) Jun 5, 2025

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrantBSIIUThe Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value per shareBSIIThe Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50BSIIWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 4, 2025 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Black Spade Acquisition II Co names in Item 1A of its 10-K filed Mar 4, 2025: 80 risks under these headings, as written.3

  • Risks Relating to our Search for, Consummation of, or Ability to Consummate a Business Combination and Post-Business Combination Risks
  • We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  • Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
  • Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
  • If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  • The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • The requirement that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
  • We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
  • If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may impact a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.
  • If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.
The other 68 risks
  • You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
  • Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • Since only holders of our founder shares will have the right to vote on the election of directors prior to our initial business combination, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s rules and, as a result, we may qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies.
  • You are not entitled to protections normally afforded to investors of many other blank check companies.
  • Since only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
  • If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
  • Affiliates of our sponsor have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.
  • Certain members of our management team may be involved in and have a greater financial interest in the performance of other entities affiliated with our sponsor, and such activities may create conflicts of interest in making decisions on our behalf.
  • If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months (or 27 months, as applicable), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
  • Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
  • If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.
  • The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.
  • Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
  • We may not have sufficient funds to satisfy indemnification claims of our directors and officers.
  • If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  • If we do not consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond such 24 months (or 27 months, as applicable) before redemption from our trust account.
  • Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • We may not hold an annual general meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.
  • You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.
  • You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
  • The grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
  • Past performance by our management team, our sponsor and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.
  • The prior investment track records of our management team, our sponsor and their affiliates may not be available on publicly available sources or may be subject to confidentiality agreements.
  • We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
  • With limited exceptions, we are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
  • We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.
  • Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.
  • Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
  • We may be a passive foreign investment company, or “PFIC,”, which could result in adverse U.S. federal income tax consequences to U.S. investors.
  • Our initial business combination or transactions relating thereto may result in taxes imposed on us and our shareholders or warrant holders.
  • Investors may suffer adverse tax consequences in connection with acquiring, owning and disposing of our Class A ordinary shares and/or our warrants.
  • A majority of our directors and officers live outside the United States, and after our initial business combination, it is possible that all or a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.
  • We are dependent upon our officers and directors and their loss could adversely affect our ability to operate.
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  • Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise with respect to our business combinations and certain other transactions. Any salary or fee in connection with such engagement may be conditioned upon the completion of such transactions. This financial interest in the completion of such transactions may influence the advice such entity provides.
  • We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
  • Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • We may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
  • In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
  • Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
  • Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
  • We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants and private placement warrants, or for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
  • Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
  • A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
  • We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  • Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
  • Because each unit contains one-third of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.
  • Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Legal proceedings

To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

The opening of Item 3, Legal Proceedings.3

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
    SEC EDGAROther events
  19. 19
  20. 20
    SEC EDGAROther events
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27