[8-K] A SPAC II Acquisition Corp. Unit Reports Material Event

Rhea-AI Filing Summary

Form 8-K (Item 2.02): On 31 Jul 2025 Shenandoah Telecommunications Company (NASDAQ: SHEN) furnished a press release and slide deck (Ex. 99.1) announcing its financial position as of 30 Jun 2025 and results for the three- and six-month periods then ended. The filing itself contains no revenue, earnings, margin or guidance figures; stakeholders must consult the exhibit or the Investor section of Shentel.com for quantitative details.

No other material events, transactions, leadership changes or capital actions are disclosed. Standard forward-looking-statement language is included. Because the information is “furnished” rather than “filed,” it is not subject to Section 18 liability. Exhibit 104 provides the Inline XBRL cover page tag set.

Insights

Financial Analyst

TL;DR: Routine 8-K; alerts market to Q2-25 release but withholds numbers—impact neutral until exhibit reviewed.

The company met disclosure requirements by issuing an Item 2.02 Form 8-K alongside a press release. However, without embedded metrics, investors cannot assess performance or outlook directly from this document. The market reaction will depend on data contained in Exhibit 99.1. Absence of additional items (e.g., debt financing, M&A, guidance changes) suggests no immediate strategic shift. Overall, this is an administrative notice with negligible standalone valuation impact.

Corporate Governance Expert

TL;DR: Filing is compliant, furnished not filed; limits liability and signals transparency without new obligations.

By furnishing rather than filing the press release, SHEN limits potential Section 18 liability while still satisfying Reg FD. The inclusion of forward-looking-statement safe-harbor language is standard. No emerging-growth-company or accelerated filer elections are affected. Governance risk profile is unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2025

A SPAC II Acquisition Corp.

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-41372		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

289 Beach Road

#03-01

Singapore 199552

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +65 6818 5796

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol
Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share		ASUUF
Class A ordinary shares included as part of the units		ASCBF
Rights included as part of the units		ASCRF
Warrants included as part of the units		ASCWF

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described below under Item 5.07 of this Current Report on Form 8-K, A SPAC II Acquisition Corp. (“ASCB” or the “Company”) held its extraordinary general meeting on July 30, 2025 (the “EGM”) at which the shareholders voted on the proposals to (i) amend and restate the Company’s amended and restated memorandum and articles of association to allow ASCB to extend the date by which it has to consummate a business combination for an additional twenty-four (24) months from August 5, 2025 to August 5, 2027 (the “Extension Amendment Proposal”), and (ii) allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “Target Amendment Proposal”). Shortly after the EGM, the Company filed the Fourth Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the Amended Charter which is effective on July 30, 2025, the Company has up to 63 months from its initial public offering (i.e., until August 5, 2027) to consummate an initial business combination. A copy of the Amended Charter is filed as Exhibit 3.1 to this Current Report. The foregoing summary of the Amended Charter is subject to, and qualified in its entirely by, such document.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 30, 2025 at 10:00 a.m. Eastern Time, ASCB held its EGM at which the shareholders voted on the Extension Amendment Proposal and the Target Amendment Proposal pursuant to the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on July 15, 2025 and mailed by the Company to its shareholders on or about July 16, 2025 (the “Proxy Statement”).

As of July 2, 2025, the record date for the EGM, there were 5,687,978 ordinary shares outstanding and entitled to vote. At the EGM, there were 5,329,581 ordinary shares voted by proxy or in person, representing 93.70% of the total number of outstanding ordinary shares as of the record date, and constituting a quorum for the transaction of business. The shareholders approved the Extension Amendment Proposal and Target Amendment Proposal at the EGM. The Extension Amendment Proposal is described in more detail in the Proxy Statement.

A summary of the voting results at the EGM is set forth below:

1. Proposal No. 1 — The Extension Amendment Proposal

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
5,329,581		0		0		0

2. Proposal No. 2 — The Target Amendment Proposal

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
5,329,581		0		0		0

Redemption of Ordinary Shares

An aggregate of 344,384 ordinary shares were tendered for redemption in connection with the EGM.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1		Fourth Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	A SPAC II Acquisition Corp.
	By:	/s/ Tsz Yan Yip
	Name:	Tsz Yan Yip
	Title:	Chief Executive Officer
Dated: July 31, 2025

2

FAQ

What did Shenandoah Telecommunications (SHEN) file on July 31 2025?

SHEN filed a Form 8-K to furnish its Q2 2025 earnings press release and related presentation materials.

Where can investors find SHEN's Q2 2025 financial numbers?

The quantitative results are in Exhibit 99.1 and on the Investor section of Shentel.com, not in the body of the 8-K.

Does the 8-K include any forward guidance or strategic updates for SHEN?

No. The filing only references the press release; it contains no explicit guidance or strategic changes.

Is the furnished press release subject to Section 18 liability?

Because the information is "furnished" (not "filed"), it is generally not subject to Section 18 of the Exchange Act.

Which exhibit number contains the earnings press release in SHEN's 8-K?

Exhibit 99.1 contains the Second Quarter 2025 Earnings Press Release.