Black Spade Acquisition II Co
PROPOSED BUSINESS COMBINATION: World Media and Entertainment Universal Inc.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Black Spade Acquisition II Co entered into a business combination agreement with World Media and Entertainment Universal Inc..
World Media and Entertainment Universal Inc. (“WME”) is a global media and entertainment company covering high fashion, arts, lifestyle, cultural, entertainment and luxury hospitality. WME’s diverse portfolio includes L’Officiel, one of the oldest and iconic fashion magazines in the world, The Art Newspaper, one of the top publications of the art industry internationally and a leading source of information in the art world, and a global portfolio of premium hotels properties. World Media and Entertainment Universal Inc., jointly established by AMTD Group is headquartered in France and focuses on global strategies and developments in multi-media, entertainment, and cultural affairs worldwide as well as hospitality and VIP services.
TRANSACTION
- The business combination values WME at an equity value of approximately $488 million, not including cash from BSII’s approximately $153 million of cash in trust (assuming no BSII shareholders elect to have their BSII shares redeemed for cash as permitted).
- The transaction is expected to close in mid-2025, subject to regulatory and shareholder approvals, and other customary closing conditions.
- At the Closing, the Sponsor shall be entitled to receive from the Company a transaction bonus in an amount equal to $5,560,000.
- Non-redeeming public shareholders of BSII will be eligible to receive $1.25 per share from the combined company in a post-transaction payment.
- Assuming no BSII shareholders elect to have their BSII shares redeemed for cash as permitted, existing shareholders of WME will hold over 70% of the combined company.
SPAC FUNDING
- No funding specified at this time.
EARNOUT
- Company:
- If any of the following events occur before the first anniversary of the Closing Date, the SPAC may issue to WME Company Class A Ordinary Shares representing 3% of the total outstanding shares as of the date such event occurs
- (a) the VWAP of the Company Class A Ordinary Shares is equal to or greater than $30.00 for 40 trading days during any continuous 60 trading day period; or
- (b) The following conditions are met:
- (i) the VWAP of the Company Class A Ordinary Shares is equal to or greater than $20.00 for 40 trading days during any continuous 60 trading day period; and
- (ii) the Company or any of its Subsidiaries has acquired not less than 51% of the ownership interest in a hotel of not less than 100 rooms (including with all permits, licenses, consents and approvals as may be required for such hotel to operate) which is fully operating during the Earnout Period and not less than 51% interest in the management contract with respect to such hotel; and
- (iii) the Company or any of its Subsidiaries has acquired not less than 51% of the ownership interest in each of at least 5 Eligible Coffee Shops and not less than 51% interest in each management contract with respect to each such Eligible Coffee Shop.
- If any of the following events occur before the first anniversary of the Closing Date, the SPAC may issue to WME Company Class A Ordinary Shares representing 3% of the total outstanding shares as of the date such event occurs
- If a shareholder fails to pay any call or installment for partly paid shares by the appointed due date, the Directors may, after serving a notice requiring payment and allowing a further 14 days, forfeit the shares if payment is not made, and may then sell or dispose of the forfeited shares as they see fit.
LOCK-UP
- Sponsor:
- (i) Six months following the Closing Date; or
- (ii) if the Closing Share Price is equal to or exceeds $12.00 for any 20 trading days within any period of 30 consecutive trading days beginning at least 150 days after the Closing Date.
- Company:
- The shares held by the Company are subject to a lock-up of 36 months.
NOTABLE CONDITIONS TO CLOSING
- The SPAC must have at least $5,000,001 in net tangible assets at the Closing.
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to Closing, including:
- (i) by written consent of all parties to the Business Combination Agreement;
- (ii) by either WME or Black Spade II if the Registration Statement has not been declared effective under the Securities Act on or before June 10, 2025, or, if so agreed in writing by Black Spade II and WME, August 27, 2025.
ADVISORS
- Company Advisors:
- Clear Street LLC and Cohen & Company Capital Markets are serving as joint financial advisors and joint lead capital markets advisors to BSII.
- Latham & Watkins LLP is serving as U.S. legal counsel to BSII.
- SPAC Advisors:
- Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to WME.
- Clifford Chance is serving as intellectual property counsel to WME.
MANAGEMENT & BOARD
Executive Officers
Dennis Tam, 54
Executive Chairman of the Board and Co-Chief Executive Officer
As the Chairman and Co-Chief Executive Officer of BSAQ, Mr. Tam led BSAQ to complete a US$23 billion business combination with VinFast in 2023. Mr. Tam serves as President and CEO of Black Spade Capital with more than 30 years of experience in corporate finance, mergers & acquisitions, accounting, financial control and accounting. Prior to joining Black Spade Capital, Mr. Tam was the Group Finance Director of Melco International from 2006 to 2017. He has also held senior management positions with various local listed and multinational companies throughout his career. By the end of his tenure with Melco Group, the market capitalization of Melco Resorts and Entertainment, the flagship subsidiary of the Group, reached over US$14 billion. He has been a fellow member of the Institute of Certified Management Accountants since 2014, a member of the Institute of Public Accountants since 2013, and a member of CPA Australia since 2000. Mr. Tam was awarded “Asia’s Best CFO (Investor Relations)” at the Asian Excellence Awards by Corporate Governance Asia magazine in 2014, 2015, 2017 and 2018. Mr. Tam obtained his master’s degree in accounting from Monash University, and was trained at Harvard Business School in Cambridge, Massachusetts.
Kester Ng, 56
Director Nominee, Co-Chief Executive Officer and Chief Financial Officer
Mr. Ng also serves as the Chief Executive Officer of GRE Investment Advisors Limited, a company providing private equity investment advisory and asset management services to institutions, ultra-high net worth individuals and family offices. GRE is licensed by the Hong Kong Securities & Futures Commission (“SFC”) to provide investment advisory and asset management services, under type 4 (Advising on Securities) and Type 9 (Asset Management) licenses. Mr. Ng is also a Managing Partner of the NM Strategic Focus Fund I and II, which are both private equity funds with a focus on making direct investments and providing growth capital to companies in the areas of technology, fintech, health care and consumer services in Asia Pacific and the Greater China region. Private Equity Investee companies include the likes of Lufax (“LU US EQUITY”) and Ping An Health and Technology (“1833 HK”). Before joining GRE Investment Advisors Limited in 2014, Mr. Ng worked at J.P. Morgan from 2006 to 2013 where he was the Chairman and Head of Equity Capital & Derivatives Markets for the whole Asia Pacific region (including Japan and Australia), responsible for raising capital for both public and private companies via initial public offerings, equity-linked offerings and pre-IPO transactions. Prior to J.P. Morgan, Mr. Ng served as the Managing Director and Head of Greater China Equity Capital Markets at Merrill Lynch and worked there from 1995 to 2006 in London and Hong Kong. Over his professional career, Mr. Ng is one of the most senior ECM bankers in the Asia Pacific Region, having completed a significant number of IPOs, equity and equity-linked transactions. His experience includes more than 100 IPOs, pre-IPOs and equity linked transactions for Asia Pacific companies, raising over $100 billion on the major stock exchanges globally, including Hong Kong, NYSE, NASDAQ, London and Singapore. He completed the Agricultural Bank of China’s $22 billion dual listed Hong Kong and Shanghai IPO in 2010, which was the largest IPO globally ever at the time. Mr. Ng also served as a director of the boards of both J.P Morgan Securities (Asia Pacific) Limited and J.P. Morgan Broking (Hong Kong) Limited. In addition, he also previously served as a Hong Kong SFC Responsible Officer as well as a Hong Kong Monetary Authority Executive Officer. Mr. Ng has a bachelor’s degree in medical sciences from the University of Nottingham Medical School, United Kingdom.
Richard Taylor, 64
Director Nominee, Co-Chief Executive Officer and Chief Operating Officer
He served as a member of advisory committee of BSAQ, which consummated a business combination with VinFast in August 2023. Mr. Taylor was a Managing Director at GRE Investment Advisors Limited, an SFC licensed investment advisory and management services company in Hong Kong with a focus on the technology, healthcare and new consumer sectors from September 2020 to August 2022. Prior to joining GRE, Mr. Taylor pursued a 30-year Investment Banking career in London from 1988 to 1993 with Daiwa Securities, and in Hong Kong from 1993 to 1996 before joining CLSA in Hong Kong in 1996 to lead, manage and build out the Hong Kong and regional investment banking business of the group. In this position, he served in a number of roles, including Head of Investment Banking, Head of Corporate Finance and Capital Markets, HKSFC Registered Representative and Responsible Officer, managing a team in 11 Asian regional offices advising on and raising capital for companies and institutional investors in the private and public capital markets. In addition to Hong Kong and Greater China, key markets of focus have been Indonesia, Philippines, Malaysia, Singapore, Thailand and India, as well as the frontier markets of Vietnam, Cambodia, Myanmar and Sri Lanka. Mr. Taylor had a particular focus on the gaming, technology, healthcare and consumer sectors. Selected transactions completed include the initial public offerings of Singapore Telecom, Tenaga Nasional, Prada, L’Occitane, Fosun Tourism, Xiaomi, Bloomberry Resorts, Sa Sa and Genting Singapore. Mr. Taylor served as a Board Director and Executive Committee member of various CLSA companies, as well as a member of the Risk and Underwriting Committees. Mr. Taylor holds BA and MA degrees from Oxford University.
Board of Directors
Russell Galbut, 71
Director Nominee
Mr. Galbut served as independent director of BSAQ, which consummated a business combination with VinFast in August 2023. Mr. Galbut currently serves as the Chairman of the board of directors of Norwegian Cruise Line Holdings, a leading cruise line operator listed on the New York Stock Exchange, for which he has served as an independent director since November 2015. Mr. Galbut is the Co-Founder and Managing Principal of Crescent Heights, a leading urban real estate firm, specializing in the development, ownership, and operation of architecturally distinctive, mixed-use high-rises in major cities across the United States. Prior to founding Crescent Heights in 1989, he served as a senior real estate consultant at Laventhal and Horwath for two years. He served as Chairman of New Beginnings Acquisition Corp., which consummated a business combination with Airspan Networks Inc. in March 2021. Mr. Galbut also served as Chairman of New Beginnings Acquisition Corp. II and New Beginnings Acquisition Corp. III. Mr. Galbut also serves on the Dean’s Advisory Board for the Cornell University School of Hotel Administration. Mr. Galbut received his bachelor’s degree in Hotel/Motel Administration/Management from Cornell University and a Juris Doctorate in Law from the University of Miami, School of Law.
Robert Moore, 61
Director Nominee
Mr. Moore served as independent director of BSAQ, which consummated a business combination with VinFast in August 2023. He is the Co-Founder and Managing Partner of Phoenix 1 Esports LLC, an e-sports organization which scouts and develops elite talent to compete in world-class tournaments under the Sentinel team brand. In 2023, Phoenix 1 Esports LLC was converted from a limited liability company to a corporation and renamed Sentinels Corporation. Mr. Moore now serves as CEO and CFO of Sentinels Corporation. Prior to co-founding Phoenix 1 Esports LLC in 2016, he served as President of Paramount Pictures Corporation from 2005 to 2009 and as Vice Chairman from 2009 to 2016. Prior to joining Paramount Pictures Corporation, he was a founding partner at Revolution Studios, an independent production company, which he co-founded in 2000. Prior to Revolution Studios, Mr. Moore spent 13 years at Walt Disney Studios beginning in 1987, where he last served as Executive Vice President and Chief Financial Officer. Mr. Moore holds a bachelor’s degree, Magna Cum Laude, in Accounting from Pepperdine University.
Patsy Chan, 59
Director Nominee
Ms. Chan served as independent director of BSAQ, which consummated a business combination with VinFast in August 2023. She has served as the Chief Executive Officer of North East Asia, Richemont Asia Pacific Limited since 2022, where she is responsible for overseeing the Hong Kong, Macau and Taiwan operations of Richemont Luxury Group, a leading luxury goods company which owns brands such as Cartier, Piaget and Montblanc. Prior to her role at Richemont Asia Pacific Limited, she was the Chief Operating Officer of Richemont Luxury (Singapore) from 2016 to 2022. Prior to her 25 year tenure at Richemont Luxury Group, Ms. Chan served as the financial controller at Marsh & McLennan, a global professional services firm. Ms. Chan has been a Certified Practising Accountant of CPA Australia since 1992. Ms. Chan holds a bachelor’s degree of Commerce in Accounting from the University of New South Wales and has completed the Luxury Brand Management Executive Program at ESSEC Business School.
Sammy Hsieh, 51
Director Nominee
Mr. Hsieh has served as independent director of BSAQ, which consummated a business combination with VinFast in August 2023. Mr. Hsieh has served as an independent director of Magnum Opus Acquisition Limited, a special purpose acquisition company, since March 2021. Mr. Hsieh is the co-founder and director of iClick Interactive Asia Group Limited, an independent online marketing and enterprise data solutions provider in China listed on the NASDAQ. Prior to founding iClick Interactive Limited in 2009, he served as the General Manager of the Asia Pacific region for Efficient Frontier, a firm which was acquired by Adobe Systems in 2011, from 2008 to 2009. Prior to his role at Efficient Frontier, he was a Director of Search Marketing for Yahoo Hong Kong from 2000 to 2008, where he led and managed the company’s business operations including sales, marketing, business development and product management. Mr. Hsieh holds a Bachelor’s degree in Economics from the University of California, Los Angeles.
