Black Spade Sponsor LLC II - Aug 23, 2024 Form 3 Insider Report for Black Spade Acquisition II Co (BSIIU)

Role: 10%+ Owner
Signature: /s/ Black Spade Sponsor LLC II, By: /s/ Chi Wai Dennis Tam, as authorized signatory
Stock symbol: BSIIU
Transactions as of: Aug 23, 2024
Transactions value $: $0
Form type: 3
Date filed: 8/23/2024, 01:33 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BSIIU	Class B ordinary shares							Aug 23, 2024	Class A ordinary shares	3.68M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Class B ordinary shares of the issuer will automatically convert into Class A ordinary shares of the issuer on a one-for-one basis (subject to certain adjustments, including share sub-divisions, share capitalizations, reorganizations, recapitalizations and other transactions) concurrently with or immediately following the consummation of the issuer's initial business combination, as described in the section entitled "Description of Securities" in the issuer's registration statement on Form S-1 (File No. 333-280385) filed with the Securities and Exchange Commission on June 21, 2024. The Class B ordinary shares have no expiration date.
F2	Up to 480,326 of the Class B ordinary shares reported herein will be surrendered to the issuer for no consideration after the closing of the initial public offering depending on the extent to which the underwriters' over-allotment option is exercised.
F3	The reporting person is the record holder of the Class B ordinary shares reported herein. There are three managers of the reporting person. Each manager has one vote, and the approval of two of the three managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. Therefore, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting person, even those in which he directly holds a pecuniary interest. Accordingly, none of them are deemed to have or share beneficial ownership of the reported securities.