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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Black Spade Acquisition Co
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(Name of Issuer)
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Class A Ordinary Shares, par value $0.0001 per share
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(Title of Class of Securities)
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G11537100
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(CUSIP Number)
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September 14, 2021
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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CUSIP No. G11537100
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13G
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1
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NAMES OF REPORTING PERSONS
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LMR Master Fund Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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443,162 |
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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443,162
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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443,162
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.6%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. G11537100
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13G
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1
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NAMES OF REPORTING PERSONS
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LMR CCSA Master Fund Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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443,137 |
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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443,137
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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443,137
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.6%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. G11537100
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13G
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1
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NAMES OF REPORTING PERSONS
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LMR Partners LLP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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886,299 |
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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886,299
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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886,299
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, IA
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CUSIP No. G11537100
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13G
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1
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NAMES OF REPORTING PERSONS
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LMR Partners Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong Kong
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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886,299 |
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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886,299
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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886,299
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, IA
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CUSIP No. G11537100
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13G
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1
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NAMES OF REPORTING PERSONS
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LMR Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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886,299 |
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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886,299
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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886,299
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, IA
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CUSIP No. G11537100
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13G
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1
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NAMES OF REPORTING PERSONS
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LMR Partners AG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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6
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SHARED VOTING POWER
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886,299 |
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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886,299
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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886,299
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, IA
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CUSIP No. G11537100
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13G
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1
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NAMES OF REPORTING PERSONS
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Ben Levine
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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886,299 |
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
|
SHARED DISPOSITIVE POWER
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||
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886,299
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|||
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|
||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
886,299
|
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|
|||
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|
||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
|
☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.2%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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|||
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||||
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CUSIP No. G11537100
|
13G
|
|
|
1
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NAMES OF REPORTING PERSONS
|
|
|
||
|
Stefan Renold
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|
|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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|
||
|
(a)☐
|
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|
|||
|
(b)☐
|
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|||
|
3
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SEC USE ONLY
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|
||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
||
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Switzerland
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
886,299 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
886,299
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
886,299
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.2%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN, HC
|
|
|
|||
|
|
|
||||
|
Item 1(a).
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NAME OF ISSUER:
|
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|
|
The name of the issuer is Black Spade Acquisition Co (the "Issuer").
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|
Item 1(b).
|
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
|
|
|
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|
|
The Issuer's principal executive offices are located at Suite 2902 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong.
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|
Item 2(a).
|
NAME OF PERSON FILING:
|
|
|
This statement is filed by:
|
|
|
(i)
|
LMR Master Fund Ltd ("LMR Master Fund"), with respect to the Class A Ordinary Shares (as defined in Item 2(d)) held by it;
|
|
|
(ii)
|
LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"), with respect to the Class A Ordinary Shares (as defined in Item 2(d)) held by it;
|
|
|
(iii)
|
LMR Partners LLP, LMR Partners Limited, LMR Partners LLC and LMR Partners AG (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds, including, without limitation,
LMR Master Fund and LMR CCSA Master Fund, with respect to the Class A Ordinary Shares held by the LMR Master Fund and LMR CCSA Master Fund; and
|
|
|
(iv)
|
Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by the LMR Master Fund and LMR CCSA Master Fund.
|
|
|
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
|
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
|
|
|
|
|
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
|
|
Item 2(c).
|
CITIZENSHIP:
|
|
|
|
|
|
LMR Master Fund is a Cayman Islands exempted company. LMR CCSA Master Fund is a Cayman Islands exempted company. LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong
Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
|
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
|
|
|
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Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares").
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Item 2(e).
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CUSIP NUMBER:
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G11537100
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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Not Applicable
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Item 4.
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OWNERSHIP.
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The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
LMR Master Fund holds 364,400 Class A Ordinary Shares and 78,762 units of the Issuer’s securities (“Units”), with each Unit consisting of one Class A Ordinary Share and 1/2 of a warrant to purchase one Class A
Ordinary Share. By virtue of holding the Units, LMR Master Fund holds an aggregate of 443,162 Class A Ordinary Shares (the “LMR Master Fund Shares”). LMR CCSA Master Fund holds 364,375 Class A Ordinary Shares and 78,762 Units. By virtue of
holding the Units, LMR CCSA Master Fund holds an aggregate of 443,137 Class A Ordinary Shares (the “LMR CCSA Master Fund Shares”). The LMR Master Fund Shares and the LMR CCSA Master Fund Shares each represent approximately 2.6% and the LMR
Master Fund Shares and the LMR CCSA Master Fund Shares in the aggregate represent approximately 5.2% of the outstanding Class A Ordinary Shares, based on 16,900,000 Class A Ordinary Shares outstanding as of August 24, 2021, as reported in the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 24, 2021.
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In addition to the LMR Master Fund Shares, by virtue of holding the Units, LMR Master Fund also directly holds warrants (“Warrants”) to purchase 39,381 Class A Ordinary Shares. In addition, LMR Master Fund also
directly holds 182,194 Warrants. In addition to the LMR CCSA Master Fund Shares, by virtue of holding the Units, LMR Master Fund also directly holds 39,381 Warrants. In addition, LMR CCSA Master Fund also directly holds 182,193 Warrants.
The Warrants have an exercise price of $11.50 per Class A Ordinary Share and are exercisable on the later of 12 months from the closing of the Issuer’s initial public offering or 30 days after the completion of the Issuer’s initial business
combination, and will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or our liquidation.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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