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

PARIS & NEW YORK & SINGAPORE--(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.

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) — A day after the audacious U.S. military operation in Venezuela, President Donald Trump on Sunday renewed his calls for an American takeover of the Danish territory of Greenland for the sake of U.S. security interests, while his top diplomat declared the communist government in Cuba is “in a lot of trouble.”

The comments from Trump and Secretary of State Marco Rubio after the ouster of Venezuela's Nicolás Maduro underscore that the U.S. administration is serious about taking a more expansive role in the Western Hemisphere.

With thinly veiled threats, Trump is rattling hemispheric friends and foes alike, spurring a pointed question around the globe: Who's next?

“It’s so strategic right now. Greenland is covered with Russian and Chinese ships all over the place," Trump told reporters as he flew back to Washington from his home in Florida. "We need Greenland from the standpoint of national security, and Denmark is not going to be able to do it.”

Asked during an interview with The Atlantic earlier on Sunday what the U.S.-military action in Venezuela could portend for Greenland, Trump replied: “They are going to have to view it themselves. I really don’t know.”

Trump, in his administration's National Security Strategy published last month, laid out restoring “American preeminence in the Western Hemisphere” as a central guidepost for his second go-around in the White House.

Trump has also pointed to the 19th century Monroe Doctrine, which rejects European colonialism, as well as the Roosevelt Corollary — a justification invoked by the U.S. in supporting Panama’s secession from Colombia, which helped secure the Panama Canal Zone for the U.S. — as he's made his case for an assertive approach to American neighbors and beyond.

Trump has even quipped that some now refer to the fifth U.S. president's foundational document as the “Don-roe Doctrine.”

Saturday's dead-of-night operation by U.S. forces in Caracas and Trump’s comments on Sunday heightened concerns in Denmark, which has jurisdiction over the vast mineral-rich island of Greenland.

Danish Prime Minister Mette Frederiksen in a statement that Trump has "no right to annex" the territory. She also reminded Trump that Denmark already provides the United States, a fellow member of NATO, broad access to Greenland through existing security agreements.

“I would therefore strongly urge the U.S. to stop threatening a historically close ally and another country and people who have made it very clear that they are not for sale,” Frederiksen said.

Denmark on Sunday also signed onto a European Union statement underscoring that “the right of the Venezuelan people to determine their future must be respected” as Trump has vowed to “run” Venezuela and pressed the acting president, Delcy Rodriguez, to get in line.

Trump on Sunday mocked Denmark’s efforts at boosting Greenland’s national security posture, saying the Danes have added “one more dog sled” to the Arctic territory’s arsenal.

Greenlanders and Danes were further rankled by a social media post following the raid by a former Trump administration official turned podcaster, Katie Miller. The post shows an illustrated map of Greenland in the colors of the Stars and Stripes accompanied by the caption: “SOON."

“And yes, we expect full respect for the territorial integrity of the Kingdom of Denmark,” Amb. Jesper Møller Sørensen, Denmark's chief envoy to Washington, said in a post responding to Miller, who is married to Trump's influential deputy chief of staff Stephen Miller.

During his presidential transition and in the early months of his return to the White House, Trump repeatedly called for U.S. jurisdiction over Greenland, and has pointedly not ruled out military force to take control of the mineral-rich, strategically located Arctic island that belongs to an ally.

The issue had largely drifted out of the headlines in recent months. Then Trump put the spotlight back on Greenland less than two weeks ago when he said he would appoint Republican Gov. Jeff Landry as his special envoy to Greenland.

The Louisiana governor said in his volunteer position he would help Trump “make Greenland a part of the U.S.”

Meanwhile, concern simmered in Cuba, one of Venezuela’s most important allies and trading partners, as Rubio issued a new stern warning to the Cuban government. U.S.-Cuba relations have been hostile since the 1959 Cuban revolution.

Rubio, in an appearance on NBC's “Meet the Press,” said Cuban officials were with Maduro in Venezuela ahead of his capture.

“It was Cubans that guarded Maduro,” Rubio said. “He was not guarded by Venezuelan bodyguards. He had Cuban bodyguards.” The secretary of state added that Cuban bodyguards were also in charge of “internal intelligence” in Maduro’s government, including “who spies on who inside, to make sure there are no traitors.”

Trump said that “a lot” of Cuban guards tasked with protecting Maduro were killed in the operation. The Cuban government said in a statement read on state television on Sunday evening that 32 officers were killed in the U.S. military operation.

Trump also said that the Cuban economy, battered by years of a U.S. embargo, is in tatters and will slide further now with the ouster of Maduro, who provided the Caribbean island subsidized oil.

“It's going down,” Trump said of Cuba. “It's going down for the count.”

Cuban authorities called a rally in support of Venezuela’s government and railed against the U.S. military operation, writing in a statement: “All the nations of the region must remain alert, because the threat hangs over all of us.”

Rubio, a former Florida senator and son of Cuban immigrants, has long maintained Cuba is a dictatorship repressing its people.

“This is the Western Hemisphere. This is where we live — and we’re not going to allow the Western Hemisphere to be a base of operation for adversaries, competitors, and rivals of the United States," Rubio said.

Cubans like 55-year-old biochemical laboratory worker Bárbara Rodríguez were following developments in Venezuela. She said she worried about what she described as an “aggression against a sovereign state.”

“It can happen in any country, it can happen right here. We have always been in the crosshairs,” Rodríguez said.

AP writers Andrea Rodriguez in Havana, Cuba, and Darlene Superville traveling aboard Air Force One contributed reporting.

In this photo released by the White House, President Donald Trump monitors U.S. military operations in Venezuela, with Secretary of State Marco Rubio at Mar-a-Lago in Palm Beach, Fla., Saturday, Jan. 3, 2026. (Molly Riley/The White House via AP)