[SCHEDULE 13G/A] A SPAC II Acquisition Corp. Unit SEC Filing

Rhea-AI Filing Summary

NB Bancorp (NBBK) filed Amendment No. 1 to its Form S-4 to register shares for the proposed acquisition of Provident Bancorp (PVBC). Needham’s wholly-owned Merger Sub will merge into Provident, followed by a hold-co and bank merger, with Needham as the surviving entity. Each PVBC share will convert into either 0.691 NBBK shares or $13.00 in cash, subject to proration so that the overall mix is 50% stock / 50% cash. Cash will be paid for fractional shares. Based on the 5 June 2025 NBBK close of $16.65, the stock alternative implied $11.51 per PVBC share; the cash option is fixed. Approximately 5.9 million new NBBK shares will be issued, giving former PVBC holders roughly 14.54 % of pro-forma equity. Providence shareholders will meet virtually on 16 Sept 2025 to vote on: (1) the merger, (2) advisory golden-parachute compensation, and (3) possible adjournment. Board approval requires a majority of outstanding PVBC shares; directors owning 2.74 % have agreed to vote FOR. No appraisal rights are available. Closing is targeted for Q4 2025, pending shareholder and regulatory approvals, receipt of tax opinions, SEC registration effectiveness and Nasdaq listing of the new shares. A reciprocal termination fee of $8.5 million applies under specified circumstances. PVBC equity awards will fully vest; underwater options will be cancelled with no payment. The filing warns that NBBK’s share price at closing will determine final stock consideration value.

Positive

• Fixed $13.00 cash option provides immediate liquidity and premium to the $11.51 implied stock value at signing.
• Provident shareholders receive 14.54 % stake in a larger, $5.2 bn-asset banking company, gaining scale benefits.
• Board unanimity and director voting agreements (2.74 % of shares) reduce deal-approval uncertainty.

Negative

• Share dilution: 5.9 m new NBBK shares will reduce existing shareholders’ ownership by ~14.5 %.
• Valuation risk: half of consideration floats with NBBK’s market price, exposing PVBC holders to price volatility.
• $8.5 m termination fee and potential burdensome regulatory conditions could create financial or execution risk.
• No appraisal rights limit dissenting PVBC shareholders’ recourse.

Insights

Financial Analyst

TL;DR: Cash-and-stock deal offers PVBC holders liquidity and modest upside; dilutive but strategically sized for NBBK.

The S-4/A outlines a classic 50/50 mix structure. At $13.00 cash, PVBC shareholders secure a premium to the implied $11.51 stock value at announcement, though ultimate stock value will float with NBBK’s price. Issuing 5.9 m shares adds roughly 14.5 % to NBBK’s equity base—material but manageable versus its $5.2 bn asset size. No immediate pro-forma earnings or cost-save data are provided, so accretion remains uncertain. Regulatory approvals, particularly FRB and state banking divisions, are standard but remain a risk; a burdensome condition could scuttle the deal. A fixed $8.5 m break fee limits downside for NBBK. Overall, the transaction appears strategically neutral-to-positive, expanding franchise reach and deposits while giving PVBC owners liquidity and Nasdaq-traded shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

A SPAC II Acquisition Corp.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G0543H109

(CUSIP Number)

07/07/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G0543H109

1

Names of Reporting Persons

Anson Chan

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) On July 7, 2025, Anson Chan sold to Yip Tsz Yan his interest in A SPAC II (Holdings) Corp. As of the date of this report, Anson Chan no longer holds any equity interests in A SPAC II (Holdings) Corp. and therefore no longer shares the voting or dispositive power over the shares held by A SPAC II (Holdings) Corp.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: A SPAC II Acquisition Corp.
(b)	Address of issuer's principal executive offices: A SPAC II Acquisition Corp. 289 Beach Road #03-01 Singapore, 199552
Item 2.
(a)	Name of person filing: Anson Chan
(b)	Address or principal business office or, if none, residence: c/o A SPAC II Acquisition Corp. 289 Beach Road #03-01 Singapore, 199552
(c)	Citizenship: Anson Chan - Canada
(d)	Title of class of securities: Ordinary Shares
(e)	CUSIP No.: G0543H109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Anson Chan - 0 ordinary shares.
(b)	Percent of class: Anson Chan - 0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Anson Chan - 0 ordinary shares; and
	(ii) Shared power to vote or to direct the vote: Anson Chan - 0 shares; and
	(iii) Sole power to dispose or to direct the disposition of: Anson Chan - 0 shares; and
	(iv) Shared power to dispose or to direct the disposition of: Anson Chan - 0 shares; and
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Anson Chan

Signature:	/s/ Anson Chan
Name/Title:	Anson Chan
Date:	07/28/2025

FAQ

What do PVBC shareholders receive if the NBBK–Provident merger closes?

Each share converts into 0.691 NBBK shares or $13.00 cash, subject to proration to achieve a 50/50 mix.

How many new shares will NB Bancorp issue for the deal?

The filing projects issuance of approximately 5.9 million NBBK shares to Provident holders.

When will Provident shareholders vote on the merger?

A virtual special meeting is scheduled for 16 September 2025 at 10:00 a.m. ET.

Will Provident shareholders have appraisal rights in the transaction?

No. The Maryland General Corporation Law does not grant appraisal rights for this merger.

What percentage of the combined company will Provident owners control after closing?

They are expected to own about 14.54 % of outstanding NB Bancorp common stock.

Is there a break-up fee if the merger is terminated?

Yes. Provident may owe $8.5 million under specified termination scenarios.