SEC Form SC 13G filed by Black Spade Acquisition II Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Black Spade Acquisition II Co

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G1153L109

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

Item 1(a). Name of Issuer:

Black Spade Acquisition II Co (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central Hong Kong

Item 2(a). Name of Person Filing:

Black Spade Sponsor LLC II (the “Reporting Person”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central Hong Kong

Item 2(c). Citizenship:

Cayman Islands

Item 2(d). Titles of Classes of Securities:

Class A ordinary shares, par value $0.0001 per share.

Item 2(e). CUSIP Number:

G1153L109.

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

Not applicable.

Item 4. Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of September 30, 2024, the Reporting Person may be deemed to beneficially own 3,266, 217 Class B Ordinary Shares of the Issuer, representing 17.08% of the total Class A and Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares are automatically convertible into Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities – Founders Shares” in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) (File No. 333-280385).    

Black Spade Sponsor LLC II is the record holder of the shares reported herein. The three managers of the Reporting Person are Dennis Tam, Zoe Tse and Samuel Tsang. Each manager has one vote, and the approval of two of the three managers is required to approve an action of the Reporting Person. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to the Reporting Person. Based upon the foregoing analysis, no individual manager of the Reporting Person exercises voting or dispositive control over any of the securities held by the Reporting Person. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares, and each of them disclaims beneficial ownership of such shares.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five 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.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 19, 2024