The Generation Essentials Group and Black Spade Acquisition II Co Complete Business Combination

NEW YORK--(BUSINESS WIRE)--Jun 4, 2025--

The Generation Essentials Group (“TGE”), an entity jointly established by AMTD Group, AMTD IDEA Group (NYSE: AMTD; SGX: HKB) and AMTD Digital Inc. (NYSE: HKD), and Black Spade Acquisition II Co (NASDAQ: BSII) (“Black Spade II”) are pleased to confirm the completion of their previously announced business combination (the “Business Combination”). The listed company following the Business Combination is TGE, and its Class A ordinary shares and warrants will commence trading on the New York Stock Exchange and NYSE American under the ticker symbols “TGE” and “TGE WS”, respectively, on June 5, 2025.

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The announcement of the completion of the Business Combination comes after Black Spade II’s shareholders voted to approve the transaction on May 30, 2025. As a result of the Business Combination, Black Spade II became a wholly owned subsidiary of TGE and is expected to be delisted from The Nasdaq Stock Market LLC.

Dr. Feridun Hamdullahpur, Chairman of the Board of The Generation Essentials Group, said: “This is about the successful listing of a comprehensive and diversified global media, entertainment, and hospitality play; the emergence of a worldwide operator in top-tier world “media” including L’Officiel and The Art Newspaper, “entertainment” including motion pictures, and “space” including coffee shops and hotels. I want to thank the Black Spade II team for their partnership and efficient handling of the deal process. With our two existing listed companies already under the NYSE banner, this third listing will offer a unique platform that brings together fashion, art, media, movies, entertainment, and hospitality under one global roof: TGE. We are now long-term partners with Black Spade, and there are numerous opportunities for cross-collaboration and mutual support on our journey towards building a world-leading media and entertainment company. On behalf of the Board of Directors, I would like to express my gratitude to everyone involved in bringing this innovative concept to fruition in record time.”

Mr. Dennis Tam, Chairman and Co-CEO, Black Spade Acquisition II Co, said: “We are pleased to announce the successful completion of our merger, marking a significant milestone in bringing value for all our shareholders. In TGE's business footprint across fashion & art, media and hospitality, we saw an ideal match with our entertainment DNA. I would like to thank the TGE management team for their leadership, vision and efficiency in bringing this deal to fruition, and we look forward to the company's next chapter as a public company under their ticker symbol 'TGE', as they continue their exciting journey in the media and entertainment sector globally.”

Additional information about the transaction, including a copy of the business combination agreement, is available in Black Spade II’s Current Report on Form 8-K, filed on January 27, 2025 with the Securities and Exchange Commission (“SEC”) at www.sec.gov.

More information about the transaction is available in TGE’s registration statement on Form F-4 which includes Black Spade II’s proxy statement and TGE’s prospectus in relation to the business combination, which was first filed with the SEC on April 11, 2025.

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About The Generation Essentials Group (formerly known as World Media and Entertainment Universal Inc.)

The Generation Essentials Group, jointly established by AMTD Group, AMTD IDEA Group (NYSE: AMTD; SGX: HKB) and AMTD Digital Inc. (NYSE: HKD), 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. TGE comprises L’Officiel, The Art Newspaper, movie and entertainment projects. Collectively, TGE is a diversified portfolio of media and entertainment businesses, and a global portfolio of premium properties.

About Black Spade Acquisition II Co

Black Spade Acquisition II Co (“Black Spade II”) is a blank check company incorporated for the purpose of effecting a business combination (Special Purpose Acquisition Company or SPAC). Listed on The Nasdaq Stock Market LLC , Black Spade II was founded by Black Spade Capital, which runs a global portfolio consisting of a wide spectrum of cross-border investments, and consistently seeks to add new investment projects and opportunities to its portfolio. Black Spade II is Black Spade Capital’s second SPAC. Black Spade Capital’s first SPAC completed its business combination with VinFast Auto Ltd., a Vietnamese electric vehicle company, in August 2023. At the time, it was the third largest ever de-SPAC by deal value (based on Dealogic data available through April 2024).

About AMTD Group

AMTD Group is a conglomerate with a core business portfolio spanning across media and entertainment, education and training, and premium assets and hospitality sectors.

About AMTD IDEA Group

AMTD IDEA Group (NYSE: AMTD; SGX: HKB) represents a diversified institution and digital solutions group connecting companies and investors with global markets. Its comprehensive one-stop business services plus digital solutions platform addresses different clients’ diverse and inter-connected business needs and digital requirements across all phases of their life cycles. AMTD IDEA Group is uniquely positioned as an active super connector between clients, business partners, investee companies, and investors, connecting the East and the West. For more information, please visit www.amtdinc.com or follow us on X (formerly known as “Twitter") at @AMTDGroup.

About AMTD Digital Inc.

AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates key business lines including digital media, content and marketing services, investments as well as hospitality and VIP services. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of Black Spade II, TGE, AMTD IDEA Group and/or AMTD Digital, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of Black Spade II, TGE, AMTD IDEA Group and AMTD Digital with the SEC. All information provided in this press release is as of the date of this press release, and none of Black Spade II, TGE, AMTD IDEA Group and AMTD Digital undertakes any obligation to update any forward-looking statement, except as required under applicable law.

From the left: Mr. Richard Taylor, Co-CEO, Black Spade Acquisition II Co, Mr. Kester Ng, Co-CEO, Black Spade Acquisition II Co, Mr. Dennis Tam, Chairman and Co-CEO, Black Spade Acquisition II Co, Mr. Lawrence Ho, Founder, Black Spade Capital, Mr. Calvin Choi, Founder and Director, The Generation Essentials Group, Dr. Feridun Hamdullahpur, Co-Chairperson of the Board of Directors, The Generation Essentials Group and Mr. Giampietro Baudo, CEO, The Generation Essentials Group

WASHINGTON (AP) — Sluggish December hiring concluded a year of weak employment gains that have frustrated job seekers even though layoffs and unemployment have remained low.

Employers added just 50,000 jobs last month, nearly unchanged from a downwardly revised figure of 56,000 in November, the Labor Department said Friday. The unemployment rate slipped to 4.4%, its first decline since June, from 4.5% in November, a figure also revised lower.

The data suggests that businesses are reluctant to add workers even as economic growth has picked up. Many companies hired aggressively after the pandemic and no longer need to fill more jobs. Others have held back due to widespread uncertainty caused by President Donald Trump’s shifting tariff policies, elevated inflation, and the spread of artificial intelligence, which could alter or even replace some jobs.

Still, economists were encouraged by the drop in the unemployment rate, which had risen in the previous four straight reports. It had also alarmed officials at the Federal Reserve, prompting three cuts to the central bank's key interest rate last year. The decline lowered the odds of another rate reduction in January, economists said.

“The labor market looks to have stabilized, but at a slower pace of employment growth,” Blerina Uruci, chief economist at T. Rowe Price, said. There is no urgency for the Fed to cut rates further, for now."

Some Federal Reserve officials are concerned that inflation remains above their target of 2% annual growth, and hasn't improved since 2024. They support keeping rates where they are to combat inflation. Others, however, are more worried that hiring has nearly ground to a halt and have supported lowering borrowing costs to spur spending and growth.

November's job gain was revised slightly lower, from 64,000 to 56,000, while October's now shows a much steeper drop, with a loss of 173,000 positions, down from previous estimates of a 105,000 decline. The government revises the jobs figures as it receives more survey responses from businesses.

The economy has now lost an average of 22,000 jobs a month in the past three months, the government said. A year ago, in December 2024, it had gained 209,000 a month. Most of those losses reflect the purge of government workers by Elon Musk's Department of Government Efficiency.

Nearly all the jobs added in December were in the health care and restaurant and hotel industries. Health care added 38,500 jobs, while restaurants and hotels gained 47,000. Governments — mostly at the state and local level — added 13,000.

Manufacturing, construction and retail companies all shed jobs. Retailers cut 25,000 positions, a sign that holiday hiring has been weaker than previous years. Manufacturers have shed jobs every month since April, when Trump announced sweeping tariffs intended to boost manufacturing.

Wall Street and Washington are looking closely at Friday's report as it's the first clean reading on the labor market in three months. The government didn’t issue a report in October because of the six-week government shutdown, and November’s data was distorted by the closure, which lasted until Nov. 12.

The hiring slowdown reflects more than just a reluctance by companies to add jobs. With an aging population and a sharp drop in immigration, the economy doesn't need to create as many jobs as it has in the past to keep the unemployment rate steady. As a result, a gain of 50,000 jobs is not as clear a sign of weakness as it would have been in previous years.

And layoffs are still low, a sign firms aren't rapidly cutting jobs, as typically happens in a recession. The “low-hire, low-fire” job market does mean current workers have some job security, though those without jobs can have a tougher time.

Ernesto Castro, 44, has applied for hundreds of jobs since leaving his last in May. Yet the Los Angeles resident has gotten just three initial interviews, and only one follow-up, after which he heard nothing.

With nearly a decade of experience providing customer support for software companies, Castro expected to find a new job pretty quickly as he did in 2024.

“I should be in a good position,” Castro said. “It’s been awful.”

He worries that more companies are turning to artificial intelligence to help clients learn to use new software. He hears ads from tech companies that urge companies to slash workers that provide the kind of services he has in his previous jobs. His contacts in the industry say that employees are increasingly reluctant to switch jobs amid all the uncertainty, which leaves fewer open jobs for others.

He is now looking into starting his own software company, and is also exploring project management roles.

December’s report caps a year of sluggish hiring, particularly after April's “liberation day” tariff announcement by Trump. The economy generated an average of 111,000 jobs a month in the first three months of 2025. But that pace dropped to just 11,000 in the three months ended in August, before rebounding slightly to 22,000 in November.

Last year, the economy gained just 584,000 jobs, sharply lower than that more than 2 million added in 2024. It's the smallest annual gain since the COVID-19 pandemic decimated the job market in 2020.

Subdued hiring underscores a key conundrum surrounding the economy as it enters 2026: Growth has picked up to healthy levels, yet hiring has weakened noticeably and the unemployment rate has increased in the last four jobs reports.

Most economists expect hiring will accelerate this year as growth remains solid, and Trump's tax cut legislation is expected to produce large tax refunds this spring. Yet economists acknowledge there are other possibilities: Weak job gains could drag down future growth. Or the economy could keep expanding at a healthy clip, while automation and the spread of artificial intelligence reduces the need for more jobs.

Productivity, or output per hour worked, a measure of worker efficiency, has improved in the past three years and jumped nearly 5% in the July-September quarter. That means companies can produce more without adding jobs. Over time, it should also boost worker pay.

Even with such sluggish job gains, the economy has continued to expand, with growth reaching a 4.3% annual rate in last year's July-September quarter, the best in two years. Strong consumer spending helped drive the gain. The Federal Reserve Bank of Atlanta forecasts that growth could slow to a still-solid 2.7% in the final three months of last year.

FILE - A hiring sign is displayed at a grocery store in Northbrook, Ill., Tuesday, Jan. 21, 2025. (AP Photo/Nam Y. Huh)