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A SPAC II Acquisition Corp. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report for the fiscal quarter ended June 30, 2025 because, as stated by the company, it is unable without unreasonable effort or expense to complete the filing by the due date. The company says it recently appointed new management and a new audit committee and engaged a new independent registered public accounting firm, and needs extra time to finish and review its financial statements and obtain necessary approvals. The filing also indicates the Quarterly Report for the period ended March 31, 2025 remains outstanding and provides Yip Tsz Yan as the contact.
Form 8-K (28 Jul 2025) reports a sweeping leadership change at A SPAC II Acquisition Corp. Four directors—Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins—resigned effective 28 Jul 2025 after distribution of a Rule 14f-1 information statement; the company states there were no disagreements with them.
The vacancies will be filled by Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter and Minjie Mao. Concurrently, CEO Serena Shie and CFO Claudius Tsang will step down. Yip Tsz Yan (age 32) is being appointed Chief Executive Officer, Chief Financial Officer and Chairman, consolidating the top three roles.
All incoming directors/officers executed indemnification agreements identical to those filed in the company’s 2022 S-1. No financial results, capital raises or business-combination updates were disclosed. The simultaneous resignation of the majority of the board plus both C-suite executives constitutes a material governance event that increases execution risk for investors as the SPAC works toward a de-SPAC transaction.
A SPAC II Acquisition Corp. (ASCBU) has filed a Preliminary Proxy Statement (PRE 14A) seeking shareholder approval for three key proposals that determine the future of the special-purpose acquisition company.
1. Extension Amendment Proposal. Management asks investors to amend and restate the company’s memorandum and articles of association to extend the deadline for consummating a business combination by 24 months—moving the Termination Date from 5 Aug 2025 to 5 Aug 2027. The board states that it does not expect to complete a deal by the current deadline and therefore needs additional time. No additional capital will be deposited into the trust account in connection with this extension. If the proposal fails and a transaction is not completed by the present deadline, the SPAC must liquidate and return trust proceeds to public shareholders; outstanding warrants and rights would expire worthless.
2. Target Amendment Proposal. ASCBU currently cannot merge with entities whose principal business operations are in China (including Hong Kong and Macau). The board seeks to remove this geographic restriction to broaden the universe of potential targets to include China-based companies. The proxy notes that, if approved, the company would be exposed to “legal and operational risks associated with being based in China,” and directs investors to the detailed risk discussion under Proposal 2.
3. Adjournment Proposal. Allows the meeting to be adjourned if there are insufficient votes to pass the Extension Amendment.
Redemption mechanics. Public shareholders may redeem at an estimated ≈ $11.[•] per share (based on the June [•] 2025 trust balance of ≈ $[•] million). Redemption is available whether holders vote for, against, or abstain from the proposals, provided shares are tendered at least two business days before the meeting.
Voting. Each proposal requires approval by a simple majority of votes cast across all ordinary share classes — Public Shares, Representative Shares, and Founder Shares voting together. The record date is close of business on [•] 2025.
Sponsor position. Sponsor A SPAC II (Holdings) Corp. owns 4.9 million Class A Founder Shares, 0.1 million Class B Founder Shares, and 8.966 million Private Placement Warrants. These securities become worthless if a transaction is not closed by the relevant deadline.
Implications for investors. Approval preserves the optionality of a future deal and expands geographic reach, but also prolongs capital lock-up and introduces China-specific regulatory risk. Failure to approve forces liquidation and caps investor return at the trust value.
