Correspondence 0001104659-24-088357 from Black Spade Acquisition II Co (BSII, BSIIU) (CIK 0002025065)
Black Spade Acquisition II Co (BSII, BSIIU) (CIK 0002025065)
Date: Aug. 12, 2024 · CIK: 0002025065 · Accession: 0001104659-24-088357
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280385
Referenced dates: August 9, 2024
Letter
VIA EDGAR Houston Tel Aviv Division of Corporation Finance Office of Real Estate & Construction United States Securities and Exchange Commission Attention: Ron Alper and Pam Long 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 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 August 9, 2024 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”). Concurrently with the filing of this letter, the Company has filed Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”) 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. 2 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. 2.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 13, 92 and 105 of the Amendment No. 2.
August 12, 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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 30, 41, 46 and 139 of the Amendment No. 2.
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 112 and 204 of the Amendment No. 2.
If you have any questions regarding the Registration Statement, please contact Sharon Lau (sharon.lau@lw.com or +65 6437 5464) or Stacey Wong (stacey.wong@lw.com or +65 6437 5450) of Latham & Watkins LLP.
Thank you for your time and attention.
Very truly yours,
/s/ Sharon Lau
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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
August 12, 2024
Century City
Paris
Chicago
Riyadh
Dubai
San Diego
Düsseldorf
San Francisco
Frankfurt
Seoul
Hamburg
Silicon Valley
Hong Kong
Singapore
VIA EDGAR
Houston
Tel Aviv
London
Tokyo
Los Angeles
Washington, D.C.
Madrid
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: Ron Alper and Pam Long
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 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 August 9, 2024 (the “Comment Letter”) with respect to the above-referenced Registration
Statement on Form S-1, as amended (the “Registration Statement”). Concurrently with the filing of this letter,
the Company has filed Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”)
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. 2 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. 2.
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.
Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 13,
92 and 105 of the Amendment No. 2.
August
12, 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.
Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 30, 41, 46 and 139 of the Amendment
No. 2.
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.
Response: In
response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 112 and 204
of the Amendment No. 2.
If
you have any questions regarding the Registration Statement, please contact Sharon Lau (sharon.lau@lw.com or +65 6437 5464) or
Stacey Wong (stacey.wong@lw.com or +65 6437 5450) of Latham & Watkins LLP.
Thank you for your time
and attention.
Very truly yours,
/s/ Sharon Lau
Sharon Lau
of LATHAM &WATKINS LLP
Enclosure
cc:
(via email)
Dennis Tam, Executive Chairman and Co-Chief Executive Officer, Black Spade Acquisition II Co
Kester Ng, Co-Chief Executive Officer and Chief Financial Officer, Black Spade Acquisition II Co
Richard Taylor, Co-Chief Executive Officer and Chief Operating Officer, Black Spade Acquisition II Co
Stacey Wong, Partner, Latham & Watkins LLP
Mitchell S. Nussbaum, Partner, Loeb & Loeb LLP
David J. Levine, Partner, Loeb & Loeb LLP