M&A - Black Spade Acquisition II Co

Form Type: 10-K/A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000141057825000305

Filing Summary: Black Spade Acquisition II Co has filed Amendment No. 1 to its Form 10-K for the fiscal year ending December 31, 2024. This amendment includes the addition of Item 1C concerning Cybersecurity. Furthermore, it incorporates new certifications from the Company's principal executive and financial officers as Exhibits 31.1, 31.2, 32.1, and 32.2. The filing also aims to make conforming disclosure updates in Item 10 and presents the Original Report in its entirety, reflecting these inclusions. The Company is currently engaged in an acquisition effort, having announced a proposed business combination with World Media and Entertainment Universal Inc. The registrant identifies itself as a blank check company under Cayman Islands law, seeking to complete an initial business combination without a specified maximum redemption threshold, leading to potential conflicts of interest.

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Form Type: 10-K

Filing Date: 2025-03-04

Corporate Action: Acquisition

Type: New

Accession Number: 000141057825000263

Filing Summary: Black Spade Acquisition II Co, a blank check company incorporated in the Cayman Islands, filed its annual report on Form 10-K for the fiscal year ending December 31, 2024. The company is focused on executing a merger or business combination, primarily within the entertainment industry. Key highlights include the proposed business combination with World Media and Entertainment Universal Inc., which aims to leverage the extensive network and experience of their management team. The document outlines risks associated with being a blank check company, including a lack of operating history and the potential difficulties in completing a business combination. The filing also provides details on the company's structure, including its securities registered on the Nasdaq, and notes that it has no substantial revenues yet. The report discusses potential conflicts of interest, the necessity of raising additional capital for future operations, and the structure of its units, shares, and warrants available in the market. Overall, the report provides a comprehensive overview of the company's business strategy, financials, and operational risks as it seeks to complete its acquisition aims.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006756

Filing Summary: Black Spade Acquisition II Co (BSII), along with World Media and Entertainment Universal Inc. and WME Merger Sub Limited, has entered into a Business Combination Agreement dated January 27, 2025. This agreement outlines the terms of the merger between BSII and the Company, whereby Merger Sub will merge into BSII, leading to the cessation of Merger Sub's separate existence and establishing BSII as the surviving entity. The agreement stipulates the approval and execution of ancillary agreements, shareholder approvals, and the opportunity for BSII's shareholders to redeem their shares prior to the merger. Key provisions include corporate authorizations, approval of the Plan of Merger, and expected post-merger governance. The boards of directors of both BSII and the Company have unanimously recommended the transaction as fair and in the best interest of their respective shareholders, demonstrating strong backing from both parties in pursuit of this merger and the planned combination of operations.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006760

Filing Summary: On January 27, 2025, Black Spade Acquisition II Co (BSII) entered into a Business Combination Agreement with World Media and Entertainment Universal Inc. (the Company) to merge with WME Merger Sub Limited, a wholly-owned subsidiary of the Company. The agreement acknowledges that the merger will result in BSII becoming a wholly-owned subsidiary of the Company. The document outlines the conditions and consents required from the shareholders for the merger to proceed. Company shareholders are encouraged to vote in favor of the merger and agree to certain restrictions including not seeking dissenting rights against the agreement. The agreement includes representations, warranties, and covenants by the shareholders, ensuring their support and approval for the transaction. It also details a lock-up agreement concerning the shares of the involved parties post-merger, preventing immediate transfer of securities for a specified period to ensure stability in the shareholding structure after the transaction. The Company has also set provisions for post-closing arrangements to limit any disposals of shares during the applicable period, thereby stabilizing the newly merged entity's share performance.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006762

Filing Summary: On January 27, 2025, a Sponsor Support Agreement and Deed was executed involving Black Spade Acquisition II Co (BSII) and World Media and Entertainment Universal Inc. (the Company). The agreement is related to a Business Combination Agreement, which outlines a merger plan where Merger Sub, a wholly-owned subsidiary of the Company, will merge with and into BSII, with BSII becoming the surviving entity. The document includes details about the shareholders, their approvals, the ownership of shares, and conditions for executing the merger. Each Sponsor Party, as defined in the agreement, is required to vote in favor of the merger and has agreed not to engage in other acquisition transactions during the process. The agreement emphasizes the legal and binding nature of the commitments undertaken by the parties involved, aiming to ensure the successful completion of the proposed merger.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006763

Filing Summary: Black Spade Acquisition II Co will merge with WME Merger Sub Limited, resulting in BSII becoming a wholly owned subsidiary of World Media and Entertainment Universal Inc. This process will involve the cancellation of outstanding BSII shares in exchange for newly issued shares of Company Class A Ordinary Shares and the exchange of BSII Warrants for Company Warrants. The merger is outlined in the Business Combination Agreement, which is dated January 27, 2025, with a commitment to file a registration statement within thirty days following the closing of the merger. The agreement also terminates a prior registration rights agreement and establishes new registration rights for the holders of securities. The consummation of the merger is contingent upon fulfilling the conditions specified in the agreements.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006764

Filing Summary: This document details a merger agreement between Black Spade Acquisition II Co (BSII) and World Media and Entertainment Universal Inc. (WME). The merger will combine both entities, with WME acquiring BSII, which will then operate as a wholly-owned subsidiary of WME post-merger. The agreement outlines the terms of the merger, including the exchange of BSII's warrants for new warrants related to WME's Class A ordinary shares. The document also provides details about the assignment and assumption of rights and obligations under the Existing Warrant Agreement, affecting the treatment of warrants held by the parties upon the merger's consummation. The filing indicates that this merger constitutes a Business Combination as defined in the Existing Warrant Agreement, and it outlines that all relevant amendments necessary for the ongoing governance of the warrants will be made to reflect the new structure. Key risks and forward-looking statements regarding the entity futures and market conditions are featured, advising stakeholders to consult upcoming SEC filings for comprehensive details and considerations related to the merger.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006765

Filing Summary: Black Spade Acquisition II Co has initiated a merger with WME Merger Sub Limited and World Media and Entertainment Universal Inc. This merger is governed by a Business Combination Agreement, dated January 27, 2025, whereby WME Merger Sub will merge with Black Spade Acquisition II Co, with Black Spade Acquisition II Co continuing as the surviving entity. The merger is contingent upon shareholder approvals and compliance with legal regulations in the Cayman Islands. The surviving company will retain the name 'Black Spade Acquisition II Co', and the memorandum and articles of association will adhere to the Existing M&A approved prior to the merger. The structure of the company's share capital is detailed, with a breakdown of shares before and after the merger effective time. The rights and obligations of each party, along with provisions to amend or terminate the merger plan before the effective time, are included.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025006766

Filing Summary: On January 27, 2025, World Media and Entertainment Universal Inc. (WME) announced a business combination with Black Spade Acquisition II Co (BSII). The transaction values WME at approximately $488 million and will allow BSII to merge with WME in a De-SPAC transaction. Post-transaction, the combined company will be named 'World Media and Entertainment Universal Inc.', with its headquarters remaining in Paris, and its shares slated for listing on a U.S. stock exchange. Shareholders of WME, including AMTD Digital Inc. and AMTD IDEA Group, will maintain their stakes, under a three-year lock-up agreement. BSII's non-redeeming public shareholders are set to receive a payment of $1.25 per share from the new entity. The anticipated closing of this transaction is mid-2025, pending necessary regulatory and shareholder approvals. The business combination aims to enhance WME's market position and leverage BSII's resources for future growth. Key individuals from both companies expressed enthusiasm for the strategic partnership and its expected benefits.

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Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925006154

Filing Summary: On January 27, 2025, Black Spade Acquisition II Co entered into a Business Combination Agreement with World Media and Entertainment Universal Inc. and its wholly-owned subsidiary, WME Merger Sub Limited. The agreement outlines a merger where Merger Sub will merge with Black Spade II, with Black Spade II surviving as a wholly-owned subsidiary of WME. The legal framework of the merger includes the adoption of amended articles of association, a share consolidation/subdivision, and specific terms for cancellation and conversion of shares and warrants. Each Class A and Class B ordinary share of Black Spade II will be converted into corresponding WME Class A shares. Conditions for closing the merger include shareholder approvals from both Black Spade II and WME, the absence of legal prohibitions, and necessary SEC filings. The agreement also requires customary covenants and stipulates additional agreements to execute prior to closing, including shareholder support agreements. A joint press release was also issued on the same day regarding the merger announcement.

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