REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2024 • Black Spade Acquisition II Co • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2024, is made and entered into by and among Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC II, a Cayman Islands limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • June 21st, 2024 • Black Spade Acquisition II Co • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2024, by and between Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and [ · ] (“Indemnitee”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 21st, 2024 • Black Spade Acquisition II Co • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC II, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF WARRANT AGREEMENT BLACK SPADE ACQUISITION II CO and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 21st, 2024 • Black Spade Acquisition II Co • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2024, is by and between Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Black Spade Acquisition II Co Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 21st, 2024 • Black Spade Acquisition II Co
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and Clear Street LLC and J.V.B. Financial Group, LLC (the “Representatives”), as the representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-third of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursua
Black Spade Acquisition II Co Suite 2902, 29/F The CentriumOffice Space and Support Services Agreement • June 21st, 2024 • Black Spade Acquisition II Co
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Black Spade Acquisition II Co (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination; or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Black Spade Sponsor LLC II (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support services as may be required by the Company from time to time, at Suite 2902, 29/F The Centrium, 60 Wyndham Street, Central, Hong Kong in exchange for an aggregate monthly fee of up to $20,000. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 21st, 2024 • Black Spade Acquisition II Co • New York
This Securities Purchase Agreement (this “Agreement”), effective as of May 21, 2024, is made and entered into by and between Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and Black Spade Sponsor LLC II, a Cayman Islands limited liability company (the “Purchaser”).
