UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 23, 2025

BLACK SPADE ACQUISITION II CO
(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-42258		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong		N/A
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: + 852 3955 1316

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value	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	BSIIW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	BSIIU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Introductory Note

On June 3, 2025, Black Spade Acquisition II Co, an exempted company incorporated with limited liability under the laws of Cayman Islands (“Black Spade II” or the “Company”) consummated the previously announced business combination pursuant to the business combination agreement dated January 27, 2025 (the “Business Combination Agreement”) with The Generation Essentials Group (previously World Media and Entertainment Universal Inc.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (“TGE”), and WME Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of WME (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub merged with and into Black Spade II, with Black Spade II surviving the merger (the “Merger”). Upon consummation of the Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”), Black Spade II became a wholly-owned subsidiary of TGE, with the securityholders of Black Spade II becoming securityholders of TGE.

Pursuant to the Business Combination Agreement, among other things, (i) the fourth amended and restated memorandum and articles of association of TGE was adopted and became effective, (ii) TGE re-designated (x) each ordinary share of TGE (other than non-voting ordinary shares) that was not held by AMTD Digital Inc. (“AMTD Digital”) into one Class A ordinary share of TGE (“TGE Class A Ordinary Share”), (y) each ordinary share of TGE (other than non-voting ordinary shares) that was held by AMTD Digital into one Class B ordinary share of TGE (“TGE Class B Ordinary Share”) and (z) each non-voting ordinary share of TGE into one non-voting preferred share of TGE (“TGE Preferred Share”) and (iii) TGE affected a share consolidation or subdivision such that (x) each TGE Class A Ordinary Share was consolidated or divided into a number of TGE Class A Ordinary Shares equal to the Adjustment Factor (as defined below), (y) each TGE Class B Ordinary Share was consolidated or divided into a number of TGE Class B Ordinary Shares equal to the Adjustment Factor and (z) each TGE Preferred Share was consolidated or divided into a number of TGE Preferred Shares equal to the Adjustment Factor (as defined below) (the actions described in item (iii), the “Recapitalization”). The “Adjustment Factor” was a number resulting from dividing the Per Share TGE Equity Value by $10.00. The “Per Share TGE Equity Value” was obtained by dividing (a) the equity value of TGE (being $488,000,000) by (b) the aggregate number of ordinary shares of TGE issued and outstanding immediately prior to the Recapitalization.

Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, (i) each Class B ordinary share of Black Spade II, par value $0.0001 per share (“BSII Class B Ordinary Shares”) that was issued and outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive one TGE Class A Ordinary Share; (ii) each Class A ordinary share of Black Spade II, par value $0.0001 per share (“BSII Class A Ordinary Share”) that was issued and outstanding immediately prior to the Effective Time (other than such BSII Class A Ordinary Shares that are treasury shares, validly redeemed shares or BSII Dissenting Shares (as defined below)) was cancelled in exchange for the right to receive one TGE Class A Ordinary Share; (iii) each BSII Class A Ordinary Share that is held as a treasury share was cancelled and ceased to exist; (iv) each issued and outstanding BSII Class A Ordinary Share that is validly redeemed was cancelled in exchange for the right to be paid a pro rata share of the aggregate amount payable with respect to the Black Spade II Shareholder Redemption; and (v) each issued and outstanding BSII Class A Ordinary Share that is held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the Merger in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (“BSII Dissenting Share”) was cancelled and carry no right other than the right to receive the payment of the fair value of such BSII Dissenting Share determined in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands.

On June 3, 2025, TGE, Black Spade II and Continental Stock Transfer & Trust Company (“Continental”) entered into an assignment, assumption and amendment agreement (the “Assignment, Assumption and Amendment Agreement”), pursuant to which, among other things, effective at the consummation of the Business Combination, Black Spade II assigned all of its rights, interests and obligations under that certain warrant agreement, dated August 27, 2024, by and between Black Spade II and Continental, to TGE. Pursuant to the Business Combination Agreement and the Assignment, Assumption and Amendment Agreement, each issued and outstanding (i) warrant issued in Black Spade II’s initial public offering, each entitling its holder to purchase one BSII Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (“Public Warrant”) and (ii) warrant sold to Black Spade Sponsor LLC II, a limited liability company registered under the laws of the Cayman Islands (“Sponsor”), in a private placement in connection with Black Spade II’s initial public offering, were exchanged for a corresponding warrant exercisable for one TGE Class A Ordinary Share (“TGE Warrant”). The TGE Warrant can be exercised on the date that is thirty (30) days after the date of the consummation of the Business Combination.

On June 5, 2025, TGE Class A Ordinary Shares and TGE Warrants will commence trading on the New York Stock Exchange and NYSE American under the symbols “TGE” and “TGE WS”, respectively.

The foregoing summary of the material terms of the Business Combination Agreement and Assignment, Assumption and Amendment Agreement are further described in Black Spade II’s definitive proxy statement, dated May 9, 2025, as supplemented by a supplement to the definitive proxy statement, dated May 20, 2025, which have been filed with the Securities and Exchange Commission (“SEC”). The summary of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the text of the Business Combination Agreement, which was filed with the SEC as Exhibit 2.1 to Black Spade II’s Current Report on Form 8-K filed on January 27, 2025, which is incorporated by reference herein. The foregoing description of the Assignment, Assumption and Amendment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Assignment, Assumption and Amendment Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in the Introductory Note above is incorporated into this Item 1.01 by reference.

Registration Rights Agreement

On June 3, 2025, TGE and certain shareholders of TGE and Black Spade II entered into a registration rights agreement (the “Registration Rights Agreement”) containing customary registration rights for Sponsor.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note above is incorporated into this Item 1.02 by reference.

On June 3, 2023, in connection with the consummation of the Business Combination, the following material agreements of Black Spade II terminated in accordance with their terms:

the Investment Management Trust Agreement, dated as of August 27, 2024, by and between Black Spade II and Continental, pursuant to which Continental invested the proceeds of Black Spade II’s initial public offering in a trust account; and

ii.

the Administrative Services Agreement, dated as of August 23, 2024, between Black Spade II and the Sponsor, pursuant to which the Sponsor provided Black Spade with office space, secretarial and administrative services for up to $20,000 per month.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note above is incorporated into this Item 2.01 by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~On June~~The 2,information ~~2025,~~set ~~Black~~forth ~~Spade Acquisition II Co (“Black Spade II” or the “Company”) announced that,~~ in ~~connection with its proposed business combination (~~the ~~“Business~~Introductory ~~Combination”) with The Generation Essentials Group (previously~~Note ~~World~~above ~~Media~~is ~~and~~incorporated ~~Entertainment~~into ~~Universal~~this ~~Inc~~Item 3.)01 ~~(“TGE”),~~by ~~it intends to voluntarily delist its units, Class A ordinary shares and warrants from The Nasdaq Stock Market LLC ( “Nasdaq”), subject to the closing of the Business Combination~~reference.

~~The~~In ~~Company’s~~connection ~~decision~~with tothe ~~voluntarily~~consummation ~~delist~~of ~~its~~the ~~units~~Business Combination, ~~Class~~on AJune ~~ordinary~~4, ~~shares~~2025, ~~and~~TGE ~~warrants~~notified ~~from~~the ~~Nasdaq~~New isYork ~~due~~Stock toExchange ~~the~~and ~~fact~~NYSE American that ~~upon~~ the ~~consummation~~Business ofCombination ~~the~~had ~~Business~~been ~~Combination,~~consummated and that the ~~Company~~outstanding ~~will~~BSII ~~become~~Class aA ~~wholly~~Ordinary ~~owned~~Shares ~~subsidiary~~and ofBSII ~~TGE,~~Class B Ordinary Shares and Public Warrants had been converted into TGE’s Class A ~~ordinary shares~~Ordinary Shares and ~~warrants~~TGE ~~are~~Warrants, ~~expected~~respectively. Black Spade II intends to befile ~~traded~~a Form 25 with the SEC on or about June 11, 2025 to delist the ~~New~~Class ~~York~~A Ordinary Shares, warrants and units of Black Spade II from The Nasdaq Stock ~~Exchange~~Market LLC (“Nasdaq”), thereby commencing the process of delisting Black Spade II securities from Nasdaq and ~~NYSE~~deregistering ~~American~~the securities under Section 12(b) of the Securities Exchange Act of 1934, ~~respectively~~as amended (the “Exchange Act”). Black Spade II also intends to file a Form 15 with the SEC on or about June 23, ~~subject~~2025 to deregister the ~~closing~~Black Spade II securities under Section 12(g) of the ~~Business~~Exchange ~~Combination~~Act and suspend Black Spade II’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~Trading of~~Item TGE’s Class A ordinary shares and warrants is currently expected to begin on the New York Stock Exchange and NYSE American at market open on or about June 5, 2025 under the symbols “TGE” and “TGEWS”, respectively, following the consummation of the Business Combination3. ~~The last day of trading of the Company’s securities on Nasdaq is expected to be on or about June 4, 2025~~03. ~~The~~Material ~~delisting~~Modification ~~from Nasdaq and the listing on the New York Stock Exchange and NYSE American are subject~~ to ~~the~~Rights ~~closing~~ of ~~the~~Security ~~Business Combination~~Holders.

The information set forth in the Introductory Note, Item 72.01 and Item 3.01 ~~Regulation~~above FDand ~~Disclosure~~Item 5.01 below is incorporated into this Item 3.03 by reference.

~~The information set forth in~~ Item 35.01 ~~above is incorporated into this Item 7~~.01 byChanges ~~reference.~~in AControl ~~copy~~ of ~~the press release issued by the Company announcing the voluntary delisting from Nasdaq is attached hereto as Exhibit 99~~Registrant.~~1 and is incorporated herein by reference.~~

The ~~foregoing~~information ~~Exhibit~~set ~~99.1~~forth ~~are~~in ~~being~~the ~~furnished~~Introductory Note ~~pursuant~~and to Item 72.01 ~~and~~above ~~will~~is not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by ~~reference~~into in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 75.01, ~~including~~by ~~Exhibits 99~~reference.1.

~~Forward~~As a result of the consummation of the Business Combination, a change in control of Black Spade II occurred. Following the consummation of the Business Combination, Black Spade II became a wholly-~~Looking~~owned ~~Statements~~subsidiary of TGE, with the securityholders of Black Spade II becoming securityholders of TGE.

~~This~~Item ~~document contains certain forward-looking statements within the meaning of U~~5.S02. ~~federal~~Departure securities laws with respect to the proposed transaction between Black Spade Acquisition II Co (“Black Spade II”) and The Generation Essentials Group (“TGE”), including statements regarding the benefits of ~~the~~Directors ~~transaction, the anticipated benefits of the transaction, Black Spade IIs~~ or ~~TGE’s~~Certain expectations concerning the outlook for TGE’s business, productivity, plans and goals for product launches, deliveries and future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are their managements’ current predictions, projections and other statements about future events that are based on current expectations and assumptions available to Black Spade II and TGE, and, as a result, are subject to risks and uncertainties. Any such expectations and assumptions, whether or not identified in this document, should be regarded as preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements with respect to the proposed business combination (“Business Combination”)Officers; ~~(2)~~Election ~~the outcome~~ of any legal proceedings that may be instituted against Black Spade II, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect theretoDirectors; ~~(3)~~Appointment ~~the amount~~ of ~~redemption~~Certain requests made by Black Spade II public shareholders and the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Black Spade II, to obtain financing to complete the Business Combination or to satisfy other conditions to closing andOfficers; ~~(4)~~Compensatory ~~changes~~Arrangements ~~to the proposed structure~~ of ~~the~~Certain Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of TGE as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination; (8) costs related to the Business Combination; (9) risks associated with changes in laws or regulations applicable to TGE’s diverse business lines and TGE’s international operations; (10) TGE’s ability to compete in all of its business segments and to anticipate trends and respond to changing customer preferences for fashion, arts and entertainment content and for lodging; (11) the possibility that TGE or the combined company may be adversely affected by other economic, geopolitical, business, and/or competitive factors; (12) TGE’s ability to anticipate trends and respond to changing customer preferences for fashion, arts and entertainment content and for lodging; (13) negative perceptions or publicity of the brands of TGE; and (14) risks relating to TGE’s use of and rights to intellectual propertyOfficers. The foregoing list of factors is not exhaustive. Forward-looking statements are not guarantees of future performance. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of TGE’s registration statement on Form F-4 filed by TGE with the U.S. Securities and Exchange Commission (the “SEC”), Black Spade II’s Annual Report on Form 10-K for the year ended December 31, 2024 and other documents filed by TGE and/or Black Spade II from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and all forward-looking statements in this document are qualified by these cautionary statements. TGE and Black Spade II assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Neither TGE nor Black Spade II gives any assurance that either TGE or Black Spade II will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by TGE or Black Spade II or any other person that the events or circumstances described in such statement are material.

~~Additional~~The ~~Information~~information ~~and~~set ~~Where~~forth toin ~~Find~~the Introductory Note Itabove is incorporated into this Item 5.02 by reference.

~~This~~Pursuant ~~document relates~~ to athe ~~proposed~~Business ~~transaction~~Combination ~~between~~Agreement, each of Black Spade II’s officers and ~~TGE.~~directors ~~This~~resigned ~~document~~and ~~does~~ceased ~~not constitute an offer~~ to ~~sell~~serve oras ~~exchange, or the solicitation of~~ an ~~offer~~officer ~~to buy~~ or ~~exchange,~~director ~~any securities, nor shall there be any sale~~ of ~~securities~~Black inSpade ~~any~~II ~~jurisdiction~~with ~~in which such offer, sale or exchange would be unlawful prior to registration~~effect orfrom ~~qualification under~~ the ~~securities~~Effective ~~laws of any such jurisdiction~~Time. ~~TGE~~These ~~has~~resignations ~~filed~~were anot ~~registration statement on Form F-4 that includes~~ a ~~proxy~~result ~~statement~~ of ~~Black~~any ~~Spade~~disagreement IIbetween ~~and certain prospectuses of TGE with the SEC, which was declared effective on May 9, 2025. The definitive proxy statement/prospectus have been sent to all~~ Black Spade II ~~shareholders~~and asits ofofficers ~~May 5, 2025. This document does not contain all the information that should be considered concerning the proposed transactions~~ and ~~is not intended to form the basis of any investment decision~~directors oron any ~~other~~matter ~~decision~~relating into ~~respect of the transactions. Before making any voting or investment decision, investors and shareholders of~~ Black Spade II’s ~~are urged to read the registration statement~~operations, ~~the~~policies ~~definitive proxy statement/prospectus and all other relevant documents filed~~ or ~~that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction~~practices.

~~INVESTMENT~~Item IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN7.01 ~~ANY~~Regulation ~~REPRESENTATION~~FD ~~TO THE CONTRARY IS A CRIMINAL OFFENSE.~~Disclosure

~~Participants~~On June in4, 2025, Black Spade II and TGE issued a joint press release announcing the ~~Solicitation~~closing of the Business Combination. The press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

~~Black~~The ~~Spade~~foregoing IIExhibit 99.1 ~~and~~is ~~TGE~~being ~~and~~furnished ~~their~~pursuant ~~respective~~to ~~directors~~Item 7.01 and ~~officers may~~will not be deemed to be ~~participants~~filed infor ~~the~~purposes ~~solicitation~~ of ~~proxies~~Section ~~from~~18 ~~Black~~of ~~Spade II’s shareholders in connection with~~ the ~~proposed transaction.~~Exchange ~~Information~~Act, ~~about~~or ~~Black Spade II’s directors and executive officers and their ownership of Black Spade II’s securities~~otherwise isbe ~~set~~subject ~~forth~~to ~~in Black Spade II’s filings with~~ the ~~SEC.~~liabilities ~~Additional information regarding the interests~~ of ~~those~~that ~~persons~~section, ~~and~~nor ~~other persons~~will ~~who~~it ~~may~~ be deemed ~~participants~~to ~~in the proposed transaction may~~ be ~~obtained~~incorporated by ~~reading~~reference ~~the~~in ~~definitive~~any ~~proxy~~filing ~~statement/prospectus regarding~~under the ~~proposed~~Securities Act ~~transaction~~or ~~when~~the itExchange ~~becomes available. Shareholders~~Act, ~~potential~~regardless ~~investors~~of ~~and~~any ~~other~~general ~~interested~~incorporation ~~persons~~language ~~should~~in ~~read the~~such ~~definitive~~filings. ~~proxy~~This ~~statement/prospectus~~Current ~~carefully~~Report ~~when~~will itnot ~~becomes~~be ~~available~~deemed ~~before~~an ~~making any voting or investment decisions. You may~~admission ~~obtain~~as ~~free~~to ~~copies~~the materiality of ~~these~~any ~~documents~~information asin ~~described~~this inItem ~~the~~7.01, ~~preceding~~including ~~paragraph~~Exhibits 99. 1.

No Offer or Solicitation

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated June 2, 2025.
10.1	Assignment, Assumption and Amendment Agreement, dated June 3, 2025, by and among, TGE, Black Spade II and Continental.
10.2	Registration Rights Agreement, dated June 3, 2025, by and among TGE, certain shareholders of TGE and Black Spade II.
99.1	Press Release, dated June 4, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 24, 2025

BLACK SPADE ACQUISITION II CO By: /s/ ~~Chi~~Feridun ~~Wai~~Hamdullahpur ~~Dennis Tam~~ Name: ~~Chi~~Feridun ~~Wai~~Hamdullahpur ~~Dennis Tam~~ Title: ~~Executive Chairman of the Board and Co-Chief Executive Officer~~Director

[Signature Page to Form 8-K]

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