Form SC 13G Black Spade Acquisition Filed by: LMR Partners LLP

September 20, 2021 2:05 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 
Black Spade Acquisition Co
(Name of Issuer)
 
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
 
G11537100
(CUSIP Number)
 
September 14, 2021
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
Rule 13d-1(b)
 ☒
Rule 13d-1(c)
Rule 13d-1(d)
 
 
 
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
 


CUSIP No. G11537100
 13G
 

1
NAMES OF REPORTING PERSONS
 
 
 
LMR Master Fund Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☐
 
 
 3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 

443,162
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
443,162
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
443,162
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
2.6%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 
 


CUSIP No. G11537100
 13G
 

1
NAMES OF REPORTING PERSONS
 
 
 
LMR CCSA Master Fund Ltd
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☐
 
 
 3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 

443,137
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
443,137
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
443,137
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
2.6%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 



 
CUSIP No. G11537100
 
13G
 

1
NAMES OF REPORTING PERSONS
 
 
 
LMR Partners LLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☐
 
 
 3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United Kingdom
 
 
 
 
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)
 
 
 
PN, IA
 
 
 
 



 
CUSIP No. G11537100
 
13G
 

1
NAMES OF REPORTING PERSONS
 
 
 
LMR Partners Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☐
 
 
 3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Hong Kong
 
 
 
 
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)
 
 
 
CO, IA
 
 
 
 



 
CUSIP No. G11537100
 
13G
 

1
NAMES OF REPORTING PERSONS
 
 
 
LMR Partners LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☐
 
 
 3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
State of Delaware
 
 
 
 
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)
 
 
 
OO, IA
 
 
 
 



 
CUSIP No. G11537100
 
13G
 

1
NAMES OF REPORTING PERSONS
 
 
 
LMR Partners AG
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☐
 
 
 3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
State of Delaware
 
 
 
 
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)
 
 
 
CO, IA
 
 



 
CUSIP No. G11537100
 
13G
 

1
NAMES OF REPORTING PERSONS
 
 
 
Ben Levine
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☐
 
 
 3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United Kingdom
 
 
 
 
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
 
 
 
 



 
 
CUSIP No. G11537100
 
 
13G
 

1
NAMES OF REPORTING PERSONS
 
 
 
Stefan Renold
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☐
 
 
 3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Switzerland
 
 
 
 
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).
NAME OF ISSUER:
 
 
 
The name of the issuer is Black Spade Acquisition Co (the "Issuer").
 
Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
 
 
 
The Issuer's principal executive offices are located at Suite 2902 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong.
 
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:
 
 
 
Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares").
 
Item 2(e).
CUSIP NUMBER:
 
 
 
G11537100

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
 
 
 
Not Applicable



 
Item 4.
OWNERSHIP.
 
 
 
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.
 
 
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.
 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
 
 
 
Not applicable.
 
Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
 
 
 
Not applicable.
 
Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
 
 
 
Not applicable.
 
Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
 
 
 
Not applicable.
 
Item 9.
NOTICE OF DISSOLUTION OF GROUP.
 
 
 
Not applicable.
 
Item 10.
CERTIFICATION.
 
 
Each of the Reporting Persons hereby makes the following certification:
 
 
 
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.


SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: September 20, 2021

LMR MASTER FUND LTD

By: LMR Partners LLP, its Investment Manager

By: /s/ Shane Cullinane
Name:       Shane Cullinane
Title:             Chief Operating Officer

LMR CCSA MASTER FUND LTD

By: LMR Partners LLP, its Investment Manager

By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR PARTNERS LLP


By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR PARTNERS LIMITED


By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR PARTNERS LLC


By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR PARTNERS AG


By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

/s/ Ben Levine
BEN LEVINE

/s/ Stefan Renold
STEFAN RENOLD
 

EXHIBIT 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: September 20, 2021

LMR MASTER FUND LTD

By: LMR Partners LLP, its Investment Manager

By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR CCSA MASTER FUND LTD

By: LMR Partners LLP, its Investment Manager

By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR PARTNERS LLP


By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR PARTNERS LIMITED


By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR PARTNERS LLC


By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

LMR PARTNERS AG


By: /s/ Shane Cullinane
Name:         Shane Cullinane
Title:             Chief Operating Officer

/s/ Ben Levine
BEN LEVINE

/s/ Stefan Renold
STEFAN RENOLD
 



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