SecProbe.io

CORRESP
1
filename1.htm

    9 Raffles Place

    #42-02 Republic Plaza

    Singapore 048619

    Tel: +65.6536.1161 Fax: +65.6536.1171

    www.lw.com

    UEN No. T09LL1649F

    FIRM / AFFILIATE
    OFFICES

    Austin
    Milan

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    July 24, 2024
    Chicago
    Riyadh

    Dubai
    San Diego

    Düsseldorf
    San Francisco

    Frankfurt
    Seoul

    Hamburg
    Silicon Valley

    Hong Kong
    Singapore

    Houston
    Tel Aviv

    London
    Tokyo

    Los Angeles
    Washington, D.C.

    Madrid

VIA EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Howard Efron and Wilson Lee

      Re:
    Black Spade Acquisition II Co

    Registration Statement on Form S-1 filed June 21, 2024

    File No. 333-280385

Dear Sir or Madam:

On
behalf of our client, Black Spade Acquisition II Co, a blank check company incorporated under the laws of the Cayman Islands as an exempted
company with limited liability (the “Company”), we hereby transmit the responses of the Company to the comments
provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated July 18, 2024 (the “Comment Letter”) with respect to the Registration Statement on
Form S-1 filed with the Commission on June 21, 2024 (the “ Registration Statement”). Concurrently with the
filing of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment
No. 1”) through EDGAR.

The
Staff’s comments are repeated below in italic and are followed by the Company’s responses. We have included page references
to Amendment No. 1 where a response refers to the revised disclosure therein. Capitalized terms used but not otherwise defined herein
have the meanings set forth in Amendment No. 1.

Form S-1, filed June 21, 2024

Cover Page

 1. Provide prominent disclosure about the legal and operational risks associated with being based in or
having the majority of the company's operations in China, and with a majority of your directors and officers based in or having significant
ties to China. Your disclosure should make clear whether these risks could result in a material change in your search for a target company
and/or the value of the securities you are registering for sale, or could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly
concerns, have or may impact the company's ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange. Please disclose the location of your auditor's headquarters and whether and how the Holding Foreign Companies Accountable Act,
as amended by the Consolidated Appropriations Act of 2023, and related regulations will affect your company. Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

    Response:
                              In response to the Staff’s comment, the Company has revised
                              the disclosure on the cover page and pages 106 to 107 of  Amendment No. 1.

    July 24,
    2024

    Page 2

 2. Provide a description of how cash is transferred through your organization. State whether any transfers,
dividends or distributions have been made to date between the company and its investors and quantify the amounts where applicable.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 12 to 13 of
Amendment No.1.

Chinese laws and regulations, page 10

 3. We note the disclosure that you believe you are not required to obtain permissions or approvals from
any PRC government authorities. Please revise to disclose whether your officers and directors are required to obtain such permissions
or approvals.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on the cover page and page 11 of
Amendment No. 1.

 4. Provide a clear description of how cash is transferred through your organization. Describe any restrictions
on foreign exchange that would affect your ability to transfer cash between entities, across borders and to U.S. investors, given that
you and your sponsor are located in Hong Kong. Also address any impact that PRC law or regulation may have on the cash flows associated
with the business combination, including shareholder redemption rights.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 12 to 13 and 105 of  Amendment No. 1.

The Offering

Manner of conducting redemptions, page 28

 5. Please revise to clarify whether public shareholders may elect to redeem their shares if they abstain from voting.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 32, 142, 152 and 174 of  Amendment No. 1.

Risks, page 38

 6. In your summary of risk factors, disclose the risks that the majority of your directors and officers
being based in or having significant ties to China and your corporate structure being based in China pose to investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks
in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your search for a target company or completion of your initial business combination
at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could
result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.

    Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 41 of  Amendment No. 1.

July 24,
2024

 Page 3

 7. For each summary risk factor, provide cross-references to the more detailed discussion of these risks
in the prospectus.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 40 to 41
of  Amendment No. 1.

Risk Factors, page 41

 8. We note that you have described a number of risks associated with acquiring and operating a business
in China beginning on page 84. However, you have not included risk factor disclosure based on the fact that you and your sponsor,
officers and directors are currently located in or have significant ties to China. Therefore, given the Chinese government’s significant
oversight and discretion over the conduct and operations of your business, please include risk factor disclosure to describe any material
impact that intervention, influence, or control by the Chinese government has or may have on your business or on the value of your securities.
Highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent statements by the Chinese government indicating
an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers,
acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means "the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by contract or otherwise."

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 97 to 98
of  Amendment No. 1.

If we seek shareholder approval of our initial
business combination . . . , page 44

 9. We note your disclosure that your sponsor, directors, officers, advisors or their affiliates may purchase
shares in privately negotiated transactions from public shareholders who have already elected to exercise redemption rights or submitted
a proxy to vote against your initial business combination, and that the purpose of such purchases could be to vote shares in favor of
the business combination to increase the likelihood of obtaining shareholder approval or satisfy a closing condition. Please tell us how
such purchases would comply with Rule 14e-5. Please see Tender Offer Rules and Schedules C&DI 166.01 for further information.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on  pages 46 to 47 of  Amendment No. 1.

July 24,
2024

 Page 4

If we are deemed to be an investment company
under the Investment Company Act . . . , page 52

 10. We note your disclosure that if you are deemed to be an investment company, you may have to change
operations, wind down or register under the Investment Company Act. Please revise to also discuss the consequences to investors if you
are required to wind down your operations as a result of this status, such as the loss of the investment opportunity in a target company,
any price appreciation in the combined company, and any warrants, which would expire worthless. In addition, we note statements such as
 "[b]y restricting the investment of proceeds to these instruments" you intend to avoid being deemed an investment company, and
that "[i]f [you] do not invest the proceeds as discussed," you may be deemed to be subject to the Investment Company Act. These
statements suggest that by investing funds in U.S. government securities or money market funds meeting the conditions of Rule 2a-7
of the Investment Company Act, you will avoid being deemed to be an investment company. Please revise to clarify that you may be deemed
to be an investment company at any time, notwithstanding your investment in these securities.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 56 of  Amendment No. 1.

The PRC government may intervene or influence
our operations at any time . . . , page 78

 11. Please revise this risk factor and its caption so that it is not limited to your ability to offer securities
 "post business combination." Please also disclose that laws, regulations or policies in the PRC could change with little advance
notice in the future.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 80 to 81 of  Amendment No. 1.

Enforceability of Civil Liabilities, page 102

 12. Please revise this section to disclose whether or not investors may bring actions under the civil liability
provisions of the U.S. federal securities laws against you, your sponsor or any of your officers and directors who are residents of a
foreign country, and whether investors may enforce these civil liability provisions against you, your sponsor or any of your officers
or directors when your assets or those of your sponsor, officers or directors are located outside of the United States. Also address the
investors' ability to effect service of process within the United States on you, your sponsor, or any of your officers or directors. Please
also revise related risk factors on pages 62 and 76, which focus on difficulties in effecting service of process and enforcing judgments
against officers and directors only. Please see Item 101(g)(1) of Regulation S-K. In addition, if the information pertaining to the
PRC courts in this section is based on an opinion of counsel, please name counsel and include counsel's consent, as required by Item 101(g)(2) of
Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 65, 80, 91
and 109 to 110 of  Amendment No. 1. The Company respectfully advises the Staff that the
information relating Hong Kong and PRC laws in this section is based on management’s understanding of  current PRC and Hong Kong
laws, rules, regulations and local market practices. Given the Company’s limited business activities prior to its initial business
combination, the Company did not retain  PRC or Hong Kong legal counsel for purpose of this offering and consequently the Company did
not rely on the advice of such counsel.

July 24,
2024

 Page 5

Proposed Business

Introduction, page 118

 13. Please revise to disclose that the location of the sponsor and having a majority of your executive
officers and/or directors that have significant ties to China may make you a less attractive partner to a non China-based target company,
which may therefore limit the pool of acquisition candidates.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and page 135 of  Amendment
No. 1.

Underwriting, page 195

 14. With respect to footnote (1) to the table depicting underwriting discounts and commissions, please
clarify how the deferred payment of 1.5% of the gross proceeds of the offering 'net of redemptions' will be calculated. For example, clarify
whether the deferred payment will be reduced by the amount of underwriting fees paid at the time of the closing of the offering with respect
to shares that were redeemed. Please also clarify what factors the company and the sponsor will consider in determining whether to use
discretion either to pay or not to pay the remaining deferred payment of 1.5% of gross proceeds of the offering.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 27, 42, 70, 112, 122, 136 and 204 of
Amendment No. 1.

 15. We note that the underwriters have agreed to make a payment to you at closing of the offering to reimburse
certain offering expenses in an amount of up to 0.5% of the gross proceeds. This appears to amount to 75% of the offering expenses if
the overallotment is not exercised, or approximately 86% of offering expenses if it is exercised. Please disclose what consideration the
company, sponsor or affiliates give to the underwriters in exchange for this payment.

Response:
As the Staff notes, the reimbursement covers less than all of the Company's offering-related expenses. The Company respectfully submits
that the underwriting agreement to be entered into between the Company and the underwriters will reflect the overall commercially negotiated
and mutually agreed terms for this offering between the parties, reflecting the totality of the commercial arrangements, including the
allocation of offering-related expenses between the parties. The multiple reciprocal obligations of the Company, on one hand, and the underwriters,
on the other hand, will form the consideration that is being provided by the respective parties. In addition, the Company confirms that
t