ASCBU Files Form 12b-25: Quarterly Report Delayed Following Governance Shift

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Late NT 10-Q reduces near-term financial transparency as management and auditor changes delay statement completion.

The registrant has formally notified the SEC that its quarterly report for the period ended June 30, 2025 will be late due to a management transition, formation of a new audit committee, and engagement of a new independent auditor. Those facts explain the need for additional time to prepare and review financial statements, but they also mean that investors lack an up-to-date quarter of reported results until the filing is completed. The filing further discloses an outstanding prior quarterly report for the period ended March 31, 2025, reducing recent disclosure continuity.

Corporate Governance Expert

TL;DR: Management and audit changes create governance transition risk and have materially delayed mandatory disclosure.

The company states it appointed new management and a new audit committee and retained a new independent registered public accounting firm; these governance actions are documented reasons for the delayed NT 10-Q. While bringing in new oversight and a new auditor can be a constructive step, the transition has already resulted in missed periodic reporting (including the March 31, 2025 quarter), which raises governance and compliance concerns until filings are current.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	FORM 12b-25	SEC FILE NUMBER 001--41372
		CUSIP NUMBER G0543H 109

NOTIFICATION OF LATE FILING

(Check One):	☐ Form 10-K	☐ Form 20-F	☐ Form 11-K	☒ Form 10-Q	☐ Form N-SAR
	☐ Form N-CSR

For Period Ended June 30, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR

For the Transition Period Ended:

Read attached instruction sheet before preparing form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Full Name of Registrant

A SPAC II Acquisition Corp.

Former Name if Applicable

Address of Principal Executive Office (Street and Number)

289 Beach Road
#03-01

City, State and Zip Code

Singapore 199552

PART II
RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☐	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N SAR or From N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

A SPAC II Acquisition Corp. (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 by the prescribed due date. The Company recently appointed new management and a new audit committee and engaged a new independent registered public accounting firm. As a result of these changes, the Company requires additional time to complete the preparation of its financial statements and to facilitate the review and execution of the Quarterly Report on Form 10-Q.  

PART IV

OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Yip Tsz Yan		(65)		6818 5796
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s).					☐ Yes  ☒ No
	Quarterly Report on Form 10-Q for the Quarter ended March 31, 2025
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?					☐ Yes  ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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A SPAC II Acquisition Corp.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. 

Date:	August 14, 2025		By:	/s/ Yip Ysz Yan
				Name:	Yip Tsz Yan
				Title:	Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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FAQ

What did A SPAC II (ASCBU) file with the SEC?

The company filed a Form 12b-25 notifying the SEC that its NT 10-Q (Quarterly Report) for the quarter ended June 30, 2025 will be filed late.

Why is ASCBU’s quarterly report delayed?

The company states it recently appointed new management and a new audit committee and engaged a new independent registered public accounting firm, requiring extra time to prepare and review financial statements.

Are there other missing periodic reports for ASCBU?

Yes. The filing indicates the Quarterly Report for the period ended March 31, 2025 remains outstanding.

Who is the contact for questions about the late filing?

The contact listed is Yip Tsz Yan, Chief Executive Officer, telephone (65) 6818 5796.

Does the company anticipate a significant change in results for the delayed period?

The registrant checked No to the question asking whether a significant change in results from the corresponding prior-year period is anticipated.