M&A - Black Spade Acquisition II Co

Form Type: 425

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925055472

Filing Summary: On June 2, 2025, Black Spade Acquisition II Co ("Black Spade II") announced its intention to voluntarily delist its units, Class A ordinary shares, and warrants from The Nasdaq Stock Market LLC as part of its business combination with The Generation Essentials Group ("TGE"). Following the consummation of this business combination, Black Spade II will become a wholly owned subsidiary of TGE, which will trade its Class A ordinary shares and warrants on the New York Stock Exchange and NYSE American. The last day of trading for Black Spade II's securities on Nasdaq is expected to be June 4, 2025, while trading of TGE's securities is anticipated to begin on or about June 5, 2025.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925055470

Filing Summary: On June 2, 2025, Black Spade Acquisition II Co (the Company) announced its intention to voluntarily delist its units, Class A ordinary shares, and warrants from Nasdaq in connection with its planned business combination with The Generation Essentials Group (TGE). Following this merger, the Company will become a wholly owned subsidiary of TGE. TGE's securities are expected to be traded on the New York Stock Exchange and NYSE American after the transaction's close, expected around June 5, 2025. The delisting from Nasdaq is anticipated to occur on or about June 4, 2025. This move is contingent upon the consummation of the business combination, which also involves various regulatory approvals and shareholder votes.

Form Type: 425

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925054978

Filing Summary: On May 30, 2025, Black Spade Acquisition II Co held an Extraordinary General Meeting where shareholders approved the Business Combination Proposal and the Merger Proposal concerning a merger with The Generation Essentials Group (TGE). 15,724,761 shares, representing 82.2% of the total shares, were voted, achieving a quorum. The Business Combination will result in Merger Sub merging into Black Spade II, which will then become a wholly owned subsidiary of TGE. Significant voting results indicated that 14,051,921 votes favored the Business Combination Proposal while 1,672,840 voted against it. Additionally, 13,120,874 shares were redeemed for cash at approximately $10.30 per share, amounting to an aggregate redemption of about $135.2 million. The remaining funds in the trust account post-redemption are approximately $22.5 million. A joint press release was issued announcing the outcome of the meeting and detailing the anticipated closing of the Business Combination.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925054973

Filing Summary: On May 30, 2025, Black Spade Acquisition II Co held an Extraordinary General Meeting where shareholders voted on two key proposals: the Business Combination Proposal and the Merger Proposal. The Business Combination involves a merger where Black Spade II will merge with The Generation Essentials Group (TGE), resulting in Black Spade II becoming a wholly owned subsidiary of TGE, with its securityholders transitioning to become securityholders of TGE. The proposals received strong support, with 14,051,921 votes in favor of each, representing a substantial majority of the ordinary shares voted. Additionally, during the meeting, a total of 13,120,874 Class A ordinary shares were redeemed for cash, equating to approximately $135.2 million, leaving an approximate $22.5 million remaining in the trust account post-redemption. A joint press release by Black Spade II and TGE was issued on the same date, announcing the meeting results and the expected closing of the Business Combination.

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925051018

Filing Summary: On May 20, 2025, Black Spade Acquisition II Co disclosed its entry into a Business Combination Agreement with The Generation Essentials Group (TGE) and WME Merger Sub Limited. This agreement entails the merger of WME Merger Sub into Black Spade II, which will continue as a wholly-owned subsidiary of TGE. The document outlines the conditions and terms under which this merger will occur, including an assignment and amendment of an existing warrant agreement. The merger's conditions involve approvals and actions related to shareholder redemption requests and other regulatory requirements. The report also emphasizes the forward-looking nature of the merger, detailing potential risks and uncertainties associated with the anticipated benefits and the necessity for completion of various regulatory and shareholder approvals.

Form Type: DEFA14A

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000110465925051012

Filing Summary: On May 20, 2025, Black Spade Acquisition II Co filed a definitive additional materials regarding its extraordinary general meeting scheduled for May 30, 2025, to vote on the proposed business combination with The Generation Essentials Group (TGE). This document serves to update information from the proxy statement dated May 9, 2025. Key points include the amendment to the existing warrant agreement to allow earlier exercise of the warrants upon the merger's closing, where Black Spade II's warrants will be exchanged for TGE's warrants. The prospectus details risks associated with the transaction, emphasizing that actual events may differ from forecasts due to numerous uncertainties involved in the merger process. Shareholders are advised to review all related documentation carefully before making decisions.

Form Type: 425

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025042402

Filing Summary: Black Spade Acquisition II Co is in the process of negotiating a potential business combination with The Generation Essentials Group (the Company). This document outlines the proprietary information shared with prospective investors, emphasizing that the information should not be construed as an offer or solicitation for securities. It discusses the anticipated benefits of the transaction and highlights the potential for operational synergies, financial performance, and strategic goals. Various financial highlights are presented, including projected revenues and net income for 2024, as well as other key metrics. The document warns of risks and uncertainties surrounding the closing of the deal, including market reactions and compliance with regulations. It also mentions that no forward-looking statements are guarantees of future performance, urging stakeholders to review pertinent SEC filings for additional context regarding risks associated with the merger.

Form Type: DEFM14A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000110465925046745

Filing Summary: Black Spade Acquisition II Co has announced a definitive proxy statement concerning an extraordinary general meeting of shareholders set for May 30, 2025, to approve a business combination with The Generation Essentials Group. This merger will see Black Spade II merge with WME Merger Sub Limited, resulting in Black Spade II becoming a wholly owned subsidiary of The Generation Essentials Group. Upon consummation of this transaction, securityholders of Black Spade II will become securityholders of The Generation Essentials Group, with specific share exchange ratios outlined. A share redesignation and recapitalization will occur as part of the merger, affecting both ordinary and preferred shares. Shareholders not opting for redemption may receive a supplementary cash payment of $1.25 per share under specific conditions. The Generation Essentials Group will subsequently register its securities and comply with reporting requirements under the Securities Exchange Act of 1934. Voting procedures, eligibility for supplemental payments, and conflicts of interest related to the transaction are also elaborated upon throughout the document.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.