UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42258

BLACK SPADE ACQUISITION II CO

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 2902, 29/F, The Centrium, 60 Wyndham Street,

Central, Hong Kong 00000

(Address of principal executive offices)

+ 852 3955 1316

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	BSIIU	The Nasdaq Stock Market LLC
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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 12, 2024, there were 15,300,000 Class A ordinary shares, $0.0001 par value and 3,825,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.


		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Unaudited Condensed Balance Sheet as of September 30, 2024		1
Unaudited Condensed Statements of Operations for the Three Months Ended September 30, 2024 and for the Period from May 9, 2024 (Inception) Through September 30, 2024		2
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2024 and for the Period from May 9, 2024 (Inception) Through September 30, 2024		3
Unaudited Condensed Statement of Cash Flows for the Period from May 9, 2024 (Inception) Through September 30, 2024 (Unaudited)		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		22
Item 4. Controls and Procedures		22
Part II. Other Information
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults Upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits		24
Part III. Signatures		25


Assets
Current assets
Cash	$	2,128,294
Prepaid expenses and other current assets		187,651
Total current assets		2,315,945

Long-term prepaid insurance		49,333
Cash held in Trust Account		153,675,282
Total Assets	$	156,040,560

Liabilities and Shareholders’ Deficit
Current Liabilities
Due to related party	$	26,000
Accrued expenses		130,911
Total current liabilities		156,911
Deferred underwriting fee		4,257,000
Total Liabilities		4,413,911

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 15,300,000 shares at redemption value of approximately $10.04 per share		153,675,282

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,500,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 150,000,000 shares authorized; none issued or outstanding (excluding 15,300,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 15,000,000 shares authorized; 3,825,000 shares issued and outstanding		382
Additional paid-in capital		—
Accumulated deficit		(2,049,015)
Total Shareholders’ Deficit		(2,048,633)
Total Liabilities and Shareholders’ Deficit	$	156,040,560


			For the
			Period from
	For the		May 9, 2024
	Three Months		(Inception)
	Ended		Through
	September 30,		September 30,
	2024		2024
General and administrative costs	$	184,650	$	237,829
Loss from operations		(184,650)		(237,829)

Other income:
Change on over-allotment liability		221,227		221,227
Interest earned on cash held in Trust Account		675,282		675,282
Total other income		896,509		896,509
Net income	$	711,859	$	658,680

Weighted average shares outstanding, Class A redeemable ordinary shares		5,380,220		3,400,000
Basic and diluted net income per share, Class A ordinary shares	$	0.08	$	0.10

Weighted average shares outstanding, Class B ordinary shares		3,776,064		3,454,152
Basic net income per share, Class B ordinary shares	$	0.08	$	0.10

Weighted average shares outstanding, Class B ordinary shares		3,824,933		3,484,854
Diluted net income per share, Class B ordinary shares	$	0.08	$	0.10


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — May 9, 2024 (inception)	—	$	—	—	$	—	$	—	$	—	$	—

Issuance of Class B ordinary shares to Sponsor⁽¹⁾	—		—	4,312,500		431		24,569		—		25,000

Net loss	—		—	—		—		—		(53,179)		(53,179)

Balance — June 30, 2024	—	$	—	4,312,500	$	431	$	24,569	$	(53,179)	$	(28,179)

Accretion for Class A ordinary shares to redemption amount	—		—	—		—		(6,084,669)		(2,740,437)		(8,825,106)

Sale of 11,120,000 Private Placement Warrants	—		—	—		—		5,560,000		—		5,560,000

Fair Value of Public Warrants at issuance	—		—	—		—		555,900		—		555,900

Allocated value of transaction costs to Class A shares	—		—	—		—		(55,849)		—		(55,849)

Forfeiture of Founder Shares	—		—	(487,500)		(49)		49		—		—

Removal of the over-allotment liability and recording of partial OA close	—		—	—		—		—		32,742		32,742

Net income	—		—	—		—		—		711,859		711,859

Balance — September 30, 2024	—	$	—	3,825,000	$	382	$	—	$	(2,049,015)	$	(2,048,633)


Cash Flows from Operating Activities:
Net income	$	658,680
Adjustments to reconcile net income to net cash used in operating activities:
Payment of general and administrative costs through promissory note		58,059
Interest income on cash held in Trust Account		(675,282)
Change in fair value of over-allotment liability		(221,227)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(187,651)
Long term prepaid insurance		(49,333)
Accounts payable and accrued expenses		130,911
Due to related party		26,000
Net cash used in operating activities		(259,843)

Cash Flows from Investing Activities:
Investment of cash into Trust Account	$	(153,000,000)
Net cash used in investing activities		(153,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	$	150,340,000
Proceeds from sale of Private Placements Warrants		5,560,000
Repayment of promissory note - related party		(193,720)
Payment of offering costs		(318,143)
Net cash provided by financing activities		155,388,137

Net Change in Cash		2,128,294
Cash – Beginning of period		—
Cash – End of period	$	2,128,294

Non Cash investing and financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000
Deferred offering costs paid through promissory note – related party	$	135,661
Deferred underwriting fee payable	$	4,257,000


Gross proceeds	$	153,000,000
Less:
Proceeds allocated to Public Warrants		(555,900)
Proceeds allocated to the over-allotment option		(253,969)
Class A ordinary shares issuance costs		(7,339,955)
Plus:
Remeasurement of carrying value to redemption value		8,825,106
Class A Ordinary Shares subject to possible redemption, September 30, 2024	$	153,675,282


					For the Period from May 9,
	For the Three Months				2024 (Inception) Through
	Ended September 30,				September 30,
	2024				2024
	Class A		Class B		Class A		Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income	$	418,287	$	293,571	$	326,738	$	331,942
Denominator:
Basic weighted average ordinary shares outstanding		5,380,220		3,776,064		3,400,000		3,454,152
Basic net income per ordinary share	$	0.08	$	0.08	$	0.10	$	0.10

Diluted net income per ordinary share:
Numerator:
Allocation of net income	$	416,066	$	295,792		325,281		333,399
Denominator:
Diluted weighted average ordinary shares outstanding		5,380,220		3,824,933		3,400,000		3,484,854
Diluted net income per ordinary share	$	0.08	$	0.08	$	0.10	$	0.10

SEC Form 10-Q filed by Black Spade Acquisition II Co