SEC Comment Letter 0000000000-24-009111 to Black Spade Acquisition II Co (BSII, BSIIU) (CIK 0002025065)
Black Spade Acquisition II Co (BSII, BSIIU) (CIK 0002025065)
Date: Aug. 9, 2024 · CIK: 0002025065 · Accession: 0000000000-24-009111
AI Filing Summary & Sentiment
File numbers found in text: 333-280385
Letter
August 9, 2024 Chi Wai Dennis Tam Executive Chairman and Co-Chief Executive Officer Black Spade Acquisition II Co Suite 2902, 29/F The Centrium 60 Wyndham Street Central, Hong Kong Re:Black Spade Acquisition II Co Amendment No. 1 to Registration Statement on Form S-1 Filed July 24, 2024 File No. 333-280385 Dear Chi Wai Dennis Tam: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 18, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 filed July 24, 2024 Chinese Laws and Regulations, page 10 1.We note your response to prior comment 4. In addition to the effect PRC laws or regulations may have on the timing of an initial business combination, please also disclose the impact PRC laws or regulations may have on returning cash to shareholders if they were to redeem.
August 9, 2024 Page 2 If we seek shareholder approval of our initial business combination . . ., page 46 2.We note your disclosure added in response to comment 9. However, existing disclosure continues to state that the purpose of any purchases of shares "could be to vote such shares in favor of the business combination . . . " Please revise to remove the implication that the sponsor, officers or directors could purchase shares during the restricted period and vote them in favor of the business combination. Underwriting, page 202 3.We note your response to prior comment 15. Please disclose “the multiple reciprocal obligations” of each party such that the underwriters will reimburse the company for the company's expenses. Please revise the disclosure consistent with the response. Please contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you have questions regarding the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Stacey Wong
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August 9, 2024
Chi Wai Dennis Tam
Executive Chairman and Co-Chief Executive Officer
Black Spade Acquisition II Co
Suite 2902, 29/F
The Centrium
60 Wyndham Street
Central, Hong Kong
Re:Black Spade Acquisition II Co
Amendment No. 1 to Registration Statement on Form S-1
Filed July 24, 2024
File No. 333-280385
Dear Chi Wai Dennis Tam:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 18, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 24, 2024
Chinese Laws and Regulations, page 10
1.We note your response to prior comment 4. In addition to the effect PRC laws or
regulations may have on the timing of an initial business combination, please also disclose
the impact PRC laws or regulations may have on returning cash to shareholders if they
were to redeem.
August 9, 2024
Page 2
If we seek shareholder approval of our initial business combination . . ., page 46
2.We note your disclosure added in response to comment 9. However, existing disclosure
continues to state that the purpose of any purchases of shares "could be to vote such
shares in favor of the business combination . . . " Please revise to remove the implication
that the sponsor, officers or directors could purchase shares during the restricted period
and vote them in favor of the business combination.
Underwriting, page 202
3.We note your response to prior comment 15. Please disclose “the multiple reciprocal
obligations” of each party such that the underwriters will reimburse the company for the
company's expenses. Please revise the disclosure consistent with the response.
Please contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you
have questions regarding the financial statements and related matters. Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stacey Wong