Black Spade Acquisition II Co Terminates Registration, Cites One Holder

Rhea-AI Filing Summary

Black Spade Acquisition II Co (Commission File No. 001-42258) has filed a Form 15-12G with the U.S. SEC to terminate registration of, and suspend reporting obligations for, its Class A ordinary shares, warrants to purchase Class A ordinary shares, and units under the Securities Exchange Act of 1934.

The filing cites reliance on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i). The company discloses that it now has one holder of record as of the filing date. This follows a transaction completed on June 3 2025, in which a wholly-owned subsidiary of The Generation Essentials Group merged with and into Black Spade Acquisition II Co, leaving Black Spade as the surviving entity and a wholly-owned subsidiary of The Generation Essentials Group.

The document is signed by Director Feridun Hamdullahpur on June 23 2025.

Insights

Financial Reporting Specialist

TL;DR: Black Spade ends SEC registration after becoming a wholly-owned subsidiary; no further Exchange Act reports required.

The Form 15-12G confirms that Black Spade Acquisition II Co now meets the criteria to terminate Exchange Act registration because it has only one record holder. The merger completed on 3 June 2025 effectively ended any public float. By invoking Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i), the company eliminates periodic filing duties such as Forms 10-K and 10-Q. For investors, the filing is largely administrative: public shareholders were evidently cashed out or redeemed before the merger, so market impact is minimal. Overall, this is a routine step following a de-SPAC or absorption event.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 15

 

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 001-42258

 

Black Spade Acquisition II Co

(Exact name of registrant as specified in its charter)

 

Suite 2902, 29/F, The Centrium, 60 Wyndham Street,
Central, Hong Kong

+ 852 3955 1316

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Class A Ordinary Shares

Warrants to purchase Class A Ordinary Shares

Units

(Title of each class of securities covered by this Form)

 

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

 

Rule 12g-4(a)(1)	x 
Rule 12g-4(a)(2)	¨ 
Rule 12h-3(b)(1)(i)	x 
Rule 12h-3(b)(1)(ii)	¨ 
Rule 15d-6	¨ 
Rule 15d-22(b)	¨ 

 

Approximate number of holders of record as of the certification or notice date:      One (1)*                

 

* Effective on June 3, 2025, a wholly-owned subsidiary of The Generation Essentials Group merged with and into Black Spade Acquisition II Co, with Black Spade Acquisition II Co surviving the merger and becoming a wholly-owned subsidiary of The Generation Essentials Group.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Black Spade Acquisition II Co has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

 	Black Spade Acquisition II Co
Date: June 23, 2025	 
 	By:	/s/ Feridun Hamdullahpur
 	Name:	Feridun Hamdullahpur
 	Title:	Director

 

 

 

 

 

FAQ

Why did Black Spade Acquisition II Co (BSIIW) file Form 15-12G?

The company has only one record holder after its June 3 2025 merger and is therefore terminating SEC registration and reporting duties.

Which securities are covered by Black Spade’s Form 15 filing?

Class A ordinary shares, warrants to purchase Class A ordinary shares, and units are all included in the termination notice.

What rules are cited to suspend Black Spade’s reporting obligations?

The filing relies on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) under the Exchange Act.

When was the merger with The Generation Essentials Group completed?

The merger closed on June 3 2025, making Black Spade a wholly-owned subsidiary.