INDEMNITY AGREEMENTIndemnity Agreement • August 30th, 2024 • Black Spade Acquisition II Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 27, 2024, by and between Black Spade Acquisition II Co, a Cayman Islands exempted company (the “Company”), and Wing Hong Sammy Hsieh (“Indemnitee”).
BLACK SPADE ACQUISITION II CO UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2024 • Black Spade Acquisition II Co • Blank checks • New York
BLACK SPADE ACQUISITION II CO, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with Clear Street LLC (“Clear Street”) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), as representatives (the “Representatives” and each, a “Representative”) of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2024 • Black Spade Acquisition II Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 27, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 30th, 2024 • Black Spade Acquisition II Co • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Black Spade Acquisition II Co (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of August 27, 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 30th, 2024 • Black Spade Acquisition II Co • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 27, 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”).
WARRANT AGREEMENT BLACK SPADE ACQUISITION II CO and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 30th, 2024 • Black Spade Acquisition II Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 27, 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 CoBlack Spade Acquisition II Co • August 30th, 2024 • Blank checks
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
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:Letter Agreement • August 30th, 2024 • Black Spade Acquisition II Co • Blank checks
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
