黑桃收购 2025年季度报告

BLACK SPADE ACQUISITION II CO PartI. Financial InformationItem1. Interim Financial StatementsBalance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2025Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three MonthsEnded March 31, 2025Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2025Notesto Unaudited Condensed Financial StatementsItem2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem3. Quantitative and Qualitative Disclosures About Market RiskItem4. Controls and ProceduresPartII. Other InformationItem1. Legal ProceedingsItem1A. Risk FactorsItem2. Unregistered Sales of Equity Securities and Use of ProceedsItem3. Defaults Upon Senior SecuritiesItem4. Mine Safety DisclosuresItem5. Other InformationItem6. ExhibitsPartIII. Signatures PARTI- FINANCIAL INFORMATION BLACK SPADE ACQUISITION II COCONDENSED STATEMENT OF OPERATIONS BLACK SPADE ACQUISITION II COCONDENSED STATEMENT OF CASH FLOWS BLACK SPADE ACQUISITION II CONOTES TO CONDENSED FINANCIAL STATEMENTS NOTE1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Black Spade Acquisition II Co (the “Company”) was incorporated in the Cayman Islands on May9, 2024.The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, sharepurchase,reorganization or similar business combination with one or more businesses(the“BusinessCombination”). The Company is not limited to a particular industry or sector for purposes of consummating a As of March 31, 2025, the Company had not commenced any operations. All activity for the period fromMay9, 2024 (inception) through March 31, 2025 relates to the Company’s formation and the initial publicoffering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering,identifying a target company and negotiating for a Business Combination. The Company will not generate any The registration statement for the Company’s Initial Public Offering was declared effective on August23,2024. On August29, 2024, the Company consummated the Initial Public Offering of15,000,000units (the“Units” and, with respect to the ClassA ordinary shares included in the Units being offered, the “Public Shares”) Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of11,000,000warrants (the “Private Placement Warrants”) at a price of $0.50per Private Placement Warrant, in aprivate placement to Black Spade Sponsor LLC II, the Company’s sponsor (the “Sponsor”), generating gross The Company had granted the underwriters in the Initial Public Offering, a45-day option to purchase up to2,250,000additional Units to cover over-allotments, if any (“Over-Allotment Units”). On September26, 2024,the underwriters exercised a portion of the option and purchased300,000Over-Allotment Units, generating grossproceeds of $3,000,000. In connection with the partial exercise of the over-allotment option, the Sponsor Transaction costs amounted to $7,440,804, consisting of $2,660,000 of cash underwriting fee (net of$400,000underwriters’ reimbursement), $4,302,000of deferred underwriting fee (see additional discussion in The Company’s management has broad discretion with respect to the specific application of the net proceedsof the Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net The Company must complete one or more initial Business Combinations with one or more operatingbusinesses or assets with a fair market value equal to at least80% of the net assets held in the Trust Account (asdefined below) (excluding the deferred underwriting commissions on the Trust Account). The Company will onlycomplete a Business Combination if the post-transaction company owns or acquires50% or more of the Following the closing of the Initial Public Offering, on August29, 2024, and the partial over-allotment closeon September26,2024, an amount of $153,000,000($10.00per Unit) from the net proceeds of the sale of theUnits and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), Table of Contents any money market fund selected by the Company meeting certain conditions of Rule2a-7 of the InvestmentCompany Act and/or held as cash or cash items (including in demand deposit accounts), as determined by the The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with theopportunity to redeem all or a portion of their Public Shares either (i)in connection with a shareholder meetingcalled to approve the Business Combination or (ii)by means of a tender offer in connection with the BusinessCombination. The decision as to whether the Company will seek shareholder approval of a Business Combinationor conduct a tender offer will be made by the Company.