UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BLACK SPADE ACQUISITION II CO
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | N/A | |
| (State or other Jurisdiction of Incorporation or Organization) | (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) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be Registered | Name of Each Exchange on Which | |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | The Nasdaq Stock Market LLC | |
| Class A ordinary shares, par value $0.0001 per share | The Nasdaq Stock Market LLC | |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-280385
(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
(Title of Class)
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby are the units, Class A ordinary shares and redeemable warrants to purchase Class A ordinary shares of Black Spade Acquisition II Co (the “Company”). The description of the units, Class A ordinary shares and warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-280385) initially filed with the Securities and Exchange Commission on June 21, 2024, as amended (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.
| Item 2. | Exhibits. |
The securities being registered hereby are to be registered on an exchange on which no other securities of the registrant are registered and are not to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. The necessary exhibits will be supplied to The Nasdaq Stock Market LLC and are not filed with or incorporated by reference to this Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Very truly yours, | |||
| BLACK SPADE ACQUISITION II CO | |||
| By: | /s/ Chi Wai Dennis Tam | ||
| Name: | Chi Wai Dennis Tam | ||
| Title: | Executive Chairman of the Board and Co-Chief Executive Officer | ||
Dated: August 23, 2024
[Signature Page to Form 8-A]
