false
0001876716
00-0000000
0001876716
2025-07-14
2025-07-14
0001876716
ASCBF:UnitsEachConsistingOfOneClassOrdinaryShareWithNoParValueOnehalfOfOneRedeemableWarrantAndOneRightToreceiveOnetenthOfOneClassOrdinaryShareMember
2025-07-14
2025-07-14
0001876716
ASCBF:ClassOrdinarySharesIncludedAsPartOfUnitsMember
2025-07-14
2025-07-14
0001876716
ASCBF:RightsIncludedAsPartOfUnitsMember
2025-07-14
2025-07-14
0001876716
ASCBF:WarrantsIncludedAsPartOfUnitsMember
2025-07-14
2025-07-14
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
July 14, 2025
Date of Report (Date of earliest event reported)
ASPAC 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) |
|
(I.R.S. Employer
Identification No.) |
|
289 Beach Road
#03-01
Singapore 199552 |
|
N/A |
| (Address of Principal Executive Offices) |
|
(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 |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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). |
|
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 1.01 Entry into a Material Definitive
Agreement.
Issuance of Promissory Note
On July 14, 2025, A SPAC II Acquisition Corp.
(the “Company”) issued an unsecured promissory note in the aggregate principal amount of $152,000 (the “Note”)
to A SPAC II (Holdings) Corp., the Company’s sponsor (the “Sponsor”). The Note shall be payable no later than the date
on which the Company consummates an initial business combination. Such Note is convertible into warrants having the same terms and conditions
as the public warrants, at the price of $1.00 per warrant, at the option of the Sponsor. The Note does not bear interest.
The proceeds of the Note will be used by the Company
to pay various expenses of the Company and for working capital purposes.
The foregoing description of the Note is qualified
in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1
and is incorporated herein by reference.
Item 9.01 Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Promissory Note, dated July 14, 2025, issued to the Sponsor. |
| 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. |
| |
|
| Dated: July 15, 2025 |
|
| |
|
|
| |
By: |
/s/ Serena Shie |
| |
|
Name: |
Serena Shie |
| |
|
Title: |
Chief Executive Officer |
2
