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ASPAC II Acquisition Corp.
0001876716
ASPAC II Acquisition Corp.
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0001876716
2025-07-30
2025-07-30
0001876716
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2025-07-30
2025-07-30
0001876716
ASCWF:ClassOrdinarySharesIncludedAsPartOfUnitsMember
2025-07-30
2025-07-30
0001876716
ASCWF:RightsIncludedAsPartOfUnitsMember
2025-07-30
2025-07-30
0001876716
ASCWF:WarrantsIncludedAsPartOfUnitsMember
2025-07-30
2025-07-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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). |
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 |
|
|
