Initial Public Offering - The company generated gross proceeds of $150,000,000 from its Initial Public Offering of 15,000,000 Units at $10.00 per Unit[137]. - The company incurred $7,440,804 in transaction costs related to the Initial Public Offering, including $2,660,000 in cash underwriting fees and $4,302,000 in deferred underwriting fees[139]. Financial Position - As of March 31, 2025, the company had cash held in the Trust Account amounting to $156,875,931, which includes $3,875,931 of interest income[141]. - For the three months ended March 31, 2025, the company reported a net income of $10,378, primarily from interest earned on cash held in the Trust Account[135]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of March 31, 2025[146]. - The company incurred $60,000 in administrative service fees for the three months ended March 31, 2025, all of which was unpaid at that time[148]. Business Combination - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[141]. - The Business Combination Agreement with TGE was entered into on January 27, 2025, with the company merging into TGE as a wholly-owned subsidiary[124]. - The equity value of TGE is estimated at $488,000,000, which will be divided by the total number of ordinary shares outstanding to determine the Per Share TGE Equity Value[127]. - The company has engaged Clear Street LLC and Cohen & Company Capital Markets as financial advisors for the Business Combination, with a fee of $1,500,000 payable upon completion[151]. Share Structure - The Company has two classes of shares: Class A Ordinary Shares and Class B Ordinary Shares, with net income per Ordinary Share calculated based on the weighted average shares outstanding[157]. - The diluted net income calculation excluded the effect of 5,100,000 Public Warrants and 11,120,000 Private Placement Warrants, totaling 16,220,000 shares, due to their contingent exercise[160]. Accounting and Reporting - In November 2023, the FASB issued ASU 2023-07, requiring enhanced segment reporting disclosures effective for fiscal years beginning after December 15, 2023[161]. - The Company does not anticipate that recently issued accounting standards will materially affect its unaudited condensed financial statements[162]. - The Company evaluates its financial instruments to determine if they are derivatives, with changes in fair value reported in the statement of operations[155]. Valuation of Warrants - The fair value of Public Warrants was determined using a Monte Carlo Simulation Model, with an underlying share price of $10.00 and an exercise price of $11.50[156]. - The risk-free rate used in the valuation of Public Warrants is 3.7%, with a volatility of 3.3% and a De-SPAC probability of 20.0%[156]. Registration Rights - The Company is entitled to registration rights for Founder Shares and Private Placement Warrants, allowing up to three demands for registration[153]. - The registration rights agreement stipulates that no registration will occur until securities are released from lock-up restrictions[153]. - The Company bears the expenses related to the filing of registration statements[153].
Black Spade Acquisition II Co(BSII) - 2025 Q1 - Quarterly Report