Black Spade Acquisition II (BSII) is a Special Purpose Acquisition Company (SPAC) — a publicly traded shell company with no operations, formed solely to merge with a private company and take it public. BSII raised $153M in its IPO in August-September 2024 at $10.00 per unit, with proceeds held in a Citibank trust account earning interest while the company searches for a target. The sponsor is Black Spade Capital, the private investment arm of Lawrence Ho, chairman and CEO of Melco Resorts & Entertainment. BSII has already announced a merger target: World Media and Entertainment Universal (aWME), an entertainment company, at an implied equity value of $488M. Under the merger structure, BSII will become a wholly-owned subsidiary of aWME, and existing public shareholders will receive aWME Class A shares on a 1-for-1 basis. BSII must complete a deal within 24 months of its IPO, or the trust is liquidated and public shareholders receive their ~$10.00 per share back. The sponsor purchased 3.825M founder shares for a nominal $25,000, and also purchased $5.56M in private placement warrants — both of which create incentives to close a deal. This is Black Spade Capital's second SPAC; the first merged with VinFast, a Vietnamese EV manufacturer, in August 2023.