4//SEC Filing
Black Spade Sponsor LLC II 4
Accession 0001104659-25-056498
CIK 0002025065other
Filed
Jun 3, 8:00 PM ET
Accepted
Jun 4, 6:08 PM ET
Size
10.0 KB
Accession
0001104659-25-056498
Insider Transaction Report
Form 4
Black Spade Sponsor LLC II
10% Owner
Transactions
- Disposition to Issuer
Private Placement Warrants
2025-06-03−11,120,000→ 0 total→ Class A ordinary shares (11,120,000 underlying) - Disposition to Issuer
Class B ordinary shares
2025-06-03−3,266,217→ 0 total→ Class A ordinary shares (3,266,217 underlying)
Footnotes (3)
- [F1]Pursuant to the Business Combination Agreement, dated as of January 27, 2025, by and among the Issuer, The Generation Essentials Group (previously World Media and Entertainment Universal Inc.) ("TGE") and WME Merger Sub Limited ("Merger Sub") (the "Business Combination Agreement"), on June 3, 2025, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of TGE, and each Class B ordinary share was cancelled in exchange for the right to receive one class A ordinary share of TGE.
- [F2]The reporting person is the record holder of the ordinary shares reported herein. There are three managers of the reporting person. Each manager has one vote, and the approval of two of the three managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting person, even those in which he directly holds a pecuniary interest. Accordingly, none of them are deemed to have or share beneficial ownership of the reported securities.
- [F3]Pursuant to the Business Combination Agreement and the Assignment, Assumption and Amendment Agreement, dated as of June 3, 2025, by and among the Issuer, TGE and Continental Stock Transfer & Trust Company, as warrant agent, on June 3, 2025, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of TGE, and each Private Placement Warrant exchanged for one TGE warrant, each exercisable for one class A ordinary share of TGE.
Documents
Issuer
Black Spade Acquisition II Co
CIK 0002025065
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0002025067
Filing Metadata
- Form type
- 4
- Filed
- Jun 3, 8:00 PM ET
- Accepted
- Jun 4, 6:08 PM ET
- Size
- 10.0 KB