The Generation Essentials Group-A美股招股说明书(2025-07-10版)

The Generation Essentials Group PROSPECTUS FOR UP TO 16,220,000 CLASS A ORDINARY SHARES UNDERLYING WARRANTS, 57,401,944 CLASS AORDINARY SHARES AND 11,120,000 WARRANTSOF THE GENERATION ESSENTIALS GROUP This prospectus relates to the issuance by The Generation Essentials Group of up to 16,220,000 of its ClassA ordinary shares,par value US$0.0000000264856557377049per share (“ClassA Ordinary Shares”), including (i)5,100,000 ClassA Ordinary Sharesissuable upon the exercise of warrants to purchase ClassA Ordinary Shares at an exercise price of US$11.50 per share, which wereissued on June3, 2025 (the “Closing Date”) in exchange for the public warrants of Black Spade Acquisition II Co. (“Black Spade II”)that were issued in the initial public offering of Black Spade II (the “Public Warrants”); and (ii)11,120,000 ClassA Ordinary Sharesissuable upon the exercise of warrants to purchase ClassA Ordinary Shares at an exercise price of US$11.50 per share, which wereissued to Black Spade Sponsor LLCII the “Sponsor”) on the Closing Date (the “Sponsor Warrants”, and collectively with the PublicWarrants, the “Warrants”) in exchange for the private placement warrants purchased by the Sponsor for a total consideration ofapproximately US$5.6 million in a private placement concurrent with the initial public offering of Black Spade II at a price ofUS$0.50 per warrant. This prospectus also relates to the potential offer and sale from time to time by the selling securityholders named in thisprospectus or their pledgees, donees, transferees, assignees or other successors in interest (that receive any of the securities as a gift,distribution, or other non-sale related transfer) (collectively, the “Selling Securityholders”) of up to (A) 57,401,944 Class A OrdinaryShares, which include (i) 3,235,714 Class A Ordinary Shares beneficially owned by South Horizon Oceans (Group) Co. Inc. and1,464,944 Class A Ordinary Shares beneficially owned by Radisson Everton Venture Fund (collectively, the “Legacy Shares”), whichwere originally acquired at a price of approximately (after accounting for the Recapitalization Factor (as defined below)) US$15.70and US$15.70 per share prior to the Closing Date, respectively; (ii) 18,425,068 Class A Ordinary Shares beneficially owned by AMTDIDEA Group, 45,307 Class A Ordinary Shares beneficially owned by AMTD Group Inc. and 19,285,911 Class A Ordinary Sharesissuable upon the conversion of 19,285,911 Class B Ordinary Shares beneficially owned by AMTD Digital Inc. (collectively, the“AMTD Shares”), which were originally acquired at a price of approximately (after accounting for the Recapitalization Factor (asdefined below)) US$7.98, US$7.50, and US$8.72 per share prior to the Closing Date, respectively; (iii) 3,825,000 Class A OrdinaryShares (the “Sponsor Shares”) issued to the Sponsor, Black SpadeII’s directors and officers and certain of the Sponsor’s affiliates andemployees on the Closing Date in exchange for the Class B ordinary shares of Black Spade II, which were purchased by them at aprice of approximately US$0.0065 per share; and (iv) 11,120,000 Class A Ordinary Shares issuable upon the exercise of the SponsorWarrants; and (B) 11,120,000 Sponsor Warrants. These securities are being registered pursuant to the requirements of the Warrant Agreement (as defined below) and to satisfycertain registration rights The Generation Essentials Group has granted to permit the Selling Securityholders to sell securities fromtime to time, in amounts, at prices and on terms determined at the time of offering. Subject to the AMTD Lock-up Obligations, AMTD Digital, AMTD IDEA Group, AMTD Group Inc. can sell all OrdinaryShares beneficially owned by them under this prospectus, being 37,756,286 Class A Ordinary Shares (including (i) 18,470,375 Class AOrdinary Shares and (ii) 19,285,911 Class A Ordinary Shares issuable upon the conversion of 19,285,911 Class B Ordinary Sharesbeneficially owned by AMTD Digital Inc.), and constituting approximately 58.4% of our issued and outstanding Ordinary Shares andrepresented 93.8% of the aggregate voting power of our total issued and outstanding share capital as of the date of this prospectus(assuming exercise of all outstanding Warrants), so long as the registration statement of which this prospectus forms a part is availablefor us. These shares were acquired at prices significantly below the current trading price of the Class A Ordinary Shares. The sales ofthese securities could result in a significant decline in the public trading price of the Class A Ordinary Shares and could impair ourability to raise capital through the sale of additional equity securities. See “Risk Factors — Risks Relating to Our Securities — Futureresales of Ordinary Shares issued to our shareholders and other significant shareholders may cause the market price of the ClassAOrdinary Shares to drop significantly, even if our business is doing well.” The “AMTD Lock-up Obligations” refers the obligations ofAMTD Dig