UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from______ to ______
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of Incorporation) |
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(IRS Employer
Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 18, 2025,
TABLE OF CONTENTS
i
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 (the Amended “Annual Report”) which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 24, 2025 and the Company’s final prospectus for its initial public offering filed with the SEC on May 3, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov . Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
ii
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Statements
A SPAC II ACQUISITION CORP.
CONDENSED BALANCE SHEETS
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September 30,
2025 (Unaudited) |
December 31,
2024 |
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| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ |
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$ |
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| Prepaid expenses |
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| Total current assets |
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| Investments held in Trust Account |
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| Total Assets | $ |
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$ |
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| Liabilities, Shares Subject to Redemption and Shareholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ |
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$ |
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| Due to related party |
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| Promissory note – related party |
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| Total current liabilities |
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| Deferred underwriting fee payable |
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| Total Liabilities |
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| Commitments and Contingencies (Note 6) | ||||||||
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Class A ordinary shares subject to possible redemption,
par value;
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| Shareholders’ Deficit | ||||||||
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Preference shares,
par value;
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Class A ordinary shares,
par value;
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Class B ordinary shares,
par value;
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| Additional paid-in capital | ||||||||
| Accumulated deficit |
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(
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| Total Shareholders’ Deficit |
(
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(
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| Total Liabilities, Shares Subject to Redemption, and Shareholders’ Deficit | $ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
1
A SPAC II ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
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Three months ended
September 30, |
Nine months ended
September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ |
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$ |
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$ |
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$ |
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| Loss from operations |
(
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| Other income: | ||||||||||||||||
| Interest income |
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| Income (loss) before income taxes |
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| Income taxes provision | ||||||||||||||||
| Net income (loss) | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
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| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
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| Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ |
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$ |
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$ |
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$ |
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| Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption |
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| Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption | $ |
(
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) | $ |
(
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) | $ |
(
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The accompanying notes are an integral part of these unaudited condensed financial statements.
2
A SPAC II ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the Three and Nine Months Ended September 30, 2025
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance –December 31, 2024 |
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$ |
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$ | $ | $ |
(
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) | $ |
(
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| Accretion of Class A ordinary shares to redemption value | — | — |
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| Net loss | — | — |
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| Balance – March 31, 2025 |
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$ |
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$ | $ | $ |
(
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| Accretion of Class A ordinary shares to redemption value | — | — |
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| Net loss | — | — |
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| Balance – June 30, 2025 |
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$ |
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$ | $ | $ |
(
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| Accretion of Class A ordinary shares to redemption value | — | — |
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| Net loss | — | — |
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(
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| Balance – September 30, 2025 |
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$ |
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$ | $ | $ |
(
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For the Three and Nine Months Ended September 30, 2024
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2023 |
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$ |
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$ | $ | $ |
(
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| Remeasurement of Class A ordinary shares to redemption value | — | — |
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| Net income | — | — |
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| Balance – March 31, 2024 |
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$ |
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$ | $ | $ |
(
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| Remeasurement of Class A ordinary shares to redemption value | — | — |
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| Net income | — | — |
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| Balance – June 30, 2024 |
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$ |
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$ | $ | $ |
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| Remeasurement of Class A ordinary shares to redemption value | — | — |
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| Net loss | — | — |
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| Balance – September 30, 2024 |
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$ |
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$ | $ | $ |
(
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The accompanying notes are an integral part of these unaudited condensed financial statements.
3
A SPAC II ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
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For the Nine Months Ended
September 30, |
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| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ |
(
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) | $ |
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| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned in trust account |
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| Change in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets |
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| Accounts payable and accrued expenses |
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| Net cash used in operating activities |
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| Cash Flows from Investing Activities: | ||||||||
| Cash withdrawn from trust account to pay shareholder redemptions |
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| Net cash provided by investing activities |
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| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of issuance of promissory note - related party |
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| Proceeds from due to related party |
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| Payment of public shareholder redemptions |
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| Net cash used in financing activities |
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| Net change in cash |
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| Cash, beginning of the period |
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| Cash, end of the period | $ |
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$ |
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| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Remeasurement of carrying value to redemption value | $ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
4
A SPAC II ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 – Description of Organization and Business Operation
A SPAC II Acquisition Corp. (the “Company”)
was incorporated in the British Virgin Islands on
As of September 30, 2025, the Company had not commenced any operations. All activities from June 28, 2021 (inception) through September 30, 2025, are related to the Company’s formation, the initial public offering (“IPO”) and its search of a Business Combination target as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s
IPO became effective on May 2, 2022. On May 5, 2022, the Company consummated the IPO of
Transaction costs amounted to $
The Company also issued
Upon the closing of the IPO on May 5, 2022, $
5
The Company will provide the holders of the outstanding
Class A ordinary shares sold with the Units (the “Public Shares”) sold in the IPO (the “Public Shareholders”)
with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether
the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public
Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
anticipated to be $
All of the Public Shares contain a redemption
feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder
vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s
amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from
Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class
A Ordinary Shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with
other freestanding instruments (i.e., Public Warrants and Public Rights), the initial carrying value of Class A Ordinary Shares classified
as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”.
The Class A Ordinary Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company
has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that
it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize
changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value
at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions in connection with
our initial business combination cannot cause the Company’s net tangible assets to fall below $
Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
The Company’s Sponsor, officers and directors
(the “Initial Shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect
the substance or timing of the Company’s obligation to redeem
6
Initially, the Company had up to 15 months from
the closing of the IPO (or up to 21 months if the Company extends the period of time to consummate a Business Combination, or as may be
further extended by the Company) (the “Combination Period”) to complete a Business Combination. If the Company is unable to
complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $
The Initial Shareholder have agreed to waive
their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination
Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions
from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination
Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution
(including Trust Account assets) will be only $
On August 1, 2023, at its Extraordinary General
Meeting (the “2023 EGM”), the Company’s shareholders approved a proposal to amend and restate the Company’s
Amended and Restated Memorandum and Articles of Association (the “Second Charter Amendment”) to, among other things, allow
the Company to extend the Combination Period to August 5, 2024, or up to 27 months from its initial public offering. In connection with
the shareholders’ vote at the 2023 EGM,
Pursuant to a Share Exchange Agreement entered
by and between the Company and the Sponsor dated December 7, 2023, the Sponsor has transferred and delivered to the Company
7
Following the Share Exchange, there were
On July 23, 2024, at its Extraordinary General
Meeting (the “2024 EGM”), the Company’s shareholders approved a proposal to amend and restate the Company’s amended
and restated memorandum and articles of association (the “Third Charter Amendment”) to allow the Company to extend the date
by which it had to complete a business combination to August 5, 2025, or up to 39 months from its initial public offering. In connection
with the shareholders’ vote at the 2024 EGM,
On September 13, 2024, the Company received a letter (“Delisting Letter”) from the Listing Qualifications Staff of Nasdaq, which stated that the Company did not comply with the minimum 400 total shareholders requirement for continued listing on the Nasdaq Global Market, and had failed to regain compliance with Nasdaq Listing Rule 5450(a)(2) during the extension period which ended on September 11, 2024.
On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq. The Company’s Units, Class A ordinary shares, Warrants and Rights are now quoted on Over-the-Counter (OTC) markets under the symbols “ASUUF,” ASCBF,” “ASCWF” and “ASCRF,” respectively.
On December 9, 2024, the Sponsor agreed to
loan the Company an aggregate of up to $
On July 15, 2025, the Company prepared and filed with the Securities and Exchange Commission an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of notifying the Company’s shareholders of the change in the majority of the board of directors of the Company (the “Board”). On July 16, 2025, the Company mailed the Information Statement to its shareholders. Each of Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins tendered their resignation as director of the Company, effective as of July 28, 2025, the tenth day after the mailing of the Information Statement (the “Effective Date”). There were no disagreements between the Company and each of Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins on matters related to the Company’s operations, policies or practices.
The Company designated Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter and Minjie Mao to fill the four (4) vacancies left by Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins, which became effective as of July 28, 2025. Additionally, as described in the Information Statement, on the Effective Date, (i) Serena Shie resigned from her position as Chief Executive Officer of the Company, (ii) Claudius Tsang resigned from his position as Chief Financial Officer of the Company, and (iii) Yip Tsz Yan was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board.
8
On July 28, 2025, each of Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter, Minjie Mao and Serena Shie entered into an indemnity agreement with the Company, on substantially the same terms as those contained in the form filed as Exhibits 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-263890) which was filed with the Securities and Exchange Commission on March 28, 2022, as amended.
On July 30, 2025, the Company held its extraordinary general meeting of the shareholders (the “2025 EGM”) at which the shareholders voted on the proposal to (i) amend and restate the Company’s amended and restated memorandum and articles of association to allow the Company 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”).
As of July 2, 2025, the record date for the 2025
EGM, there were
On August 5, 2025, upon the approval of the Audit Committee of the Company’s Board of Directors, the Company dismissed Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accountants. On August 5, 2025, upon the termination of Marcum Asia as auditors of the Company and with the approval of the Audit Committee of the Company’s Board of Directors, the Company engaged FundCertify CPA Professional Corporation as the Company’s independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2025, to re-audit the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023, and to review the Company’s unaudited interim financial statements for the quarter ended March 31, 2025, June 30, 2025 and September 30, 2025.
On October 17, 2025, the Sponsor agreed to loan
the Company an aggregate of up to $
On October 17, 2025, Mr. Ka Wo Chan resigned from the Board. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board.
Going Concern Consideration
As of September 30, 2025, the Company had cash
of $
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination, for which it will require additional financing. The Company currently has no commitments to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, the Company has until August 5, 2027 to consummate a Business Combination. If a Business Combination is not consummated within this time period (the “Combination Period”), the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in addressing this uncertainty are through the completion of a business combination and receiving financing under the Working Capital Loans (see Note 5), however, the Sponsor is not obligated to make any such loans. There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.
9
Risks and Uncertainties
Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected through December 31, 2025 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
10
Investments Held in Trust Account
The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. These securities are presented on the balance sheet at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Corporation limit of $
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability
instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares subject to possible redemption feature certain redemption rights that are considered
to be outside of the Company’s control and subject to the occurrence of uncertain future events. Given that the
As of September 30, 2025 and December 31, 2024, the Class A ordinary shares reflected on the balance sheets are reconciled in the following table.
| Shares | Amount | |||||||
| Class A ordinary shares subject to possible redemption - December 31, 2022 |
|
$ |
|
|||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value |
|
|||||||
| Less: | ||||||||
| Payment to redeemed shareholders |
(
|
) |
(
|
) | ||||
| Class A ordinary shares subject to possible redemption- December 31, 2023 |
|
|
||||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value |
|
|||||||
| Less: | ||||||||
| Payment to redeemed shareholders |
(
|
) |
(
|
) | ||||
| Class A ordinary shares subject to possible redemption- December 31, 2024 |
|
|
||||||
| Plus: Remeasurement of carrying value to redemption value |
|
|||||||
| Less: Payment to redeemed shareholders |
(
|
) |
(
|
) | ||||
| Class A ordinary shares subject to possible redemption- September 30, 2025 |
|
$ |
|
|||||
11
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Warrant Instruments
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. As discussed in Note 7, the Company determined that upon further review of the warrant agreement, management concluded that the Public Warrants (as defined in Note 3) and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Share Rights
The Company accounts for the Public Rights and private placement rights issued in connection with the IPO and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned values.
Convertible Promissory Note
The Company accounts for its convertible promissory notes in accordance with the guidance contained in ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) and recorded as debt (liability) on the balance sheet. The Company’s assessment of the embedded conversion feature (see Note 5 - Related Party Transactions) considers the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity. The conversion feature of the promissory note meets the definition of a derivative instrument. However, bifurcation of conversion feature from the debt host is not required because the conversion feature meets ASC 815 scope exception, as the promissory note is convertible into warrants which are considered indexed to the Company’s own stock and classified in shareholders’ equity.
Net Income (Loss) Per Share
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed statements of operations include a presentation of net income (loss) per redeemable share and net income (loss) per non-redeemable share following the two-class method of net income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed net income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed net income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed net income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders.
12
The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants and rights issued in connection with the IPO and Private Placement since the exercise of the warrants and conversion of the rights are contingent upon the occurrence of future events. Additionally, the calculation does not consider the effect of the conversion feature in the Promissory Note as the conversion of the note is also contingent on future events. As of September 30, 2025 and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period presented.
The net (loss) income per share presented in the statements of operations is based on the following:
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net (loss) income | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
|
|||||
| Remeasurement of ordinary shares to redemption value |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Net loss including remeasurement of ordinary shares to redemption value | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| For the Three Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
|
Redeemable
shares |
Non-redeemable
shares |
Redeemable
shares |
Non-redeemable
shares |
|||||||||||||
| Basic and diluted net income (loss) per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Remeasurement of ordinary shares subject to possible redemption to redemption value |
|
|
||||||||||||||
| Allocation of net income (loss) | $ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | ||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding |
|
|
|
|
||||||||||||
| Basic and diluted net income (loss) per ordinary share | $ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | ||||||
| For the Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
|
Redeemable
shares |
Non-redeemable
shares |
Redeemable
shares |
Non-redeemable
shares |
|||||||||||||
| Basic and diluted net income (loss) per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Remeasurement of ordinary shares subject to possible redemption to redemption value |
|
|
||||||||||||||
| Allocation of net income (loss) | $ |
|
$ |
(
|
) |
|
(
|
) | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding |
|
|
|
|
||||||||||||
| Basic and diluted net income (loss) per ordinary share | $ |
|
$ |
(
|
) | $ |
|
$ |
(
|
) | ||||||
13
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the British Virgin Islands. In accordance with British Virgin Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted ASU 2023-09 as January 1, 2025; the adoption of this guidance did not impact the Company’s financial position, results of operations or cash flows.
The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Note 3 – Initial Public Offering
Pursuant to the IPO on May 5, 2022, the Company
sold
Note 4 – Private Placement Warrants
Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of
14
Note 5 – Related Party Transactions
Founder Shares
On June 28, 2021, the Sponsor purchased
The Initial Shareholders have agreed to forfeit
up to
Pursuant to a Share Exchange Agreement entered
by and between the Company and the Sponsor dated December 7, 2023, the Sponsor has transferred and delivered to the Company
Immediately following the Share Exchange, there
were
The Initial Shareholders have agreed, subject
to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the
completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the
Class A Ordinary Shares equals or exceeds $
Promissory Note - Related Party
On December 9, 2024, the Sponsor agreed to loan
the Company an aggregate of up to $
On July 14, 2025, the Sponsor agreed to loan
the Company an aggregate of up to $
15
Working Capital Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a
Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $
Note 6 – Commitments & Contingencies
Registration & Shareholder Rights
The holders of the Founder Shares, the Private Placement Warrants, and any warrants that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, the underwriter may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the IPO and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted Maxim, the representative
of the underwriters a
The underwriters were paid a cash underwriting
discount of $
Representative’s Class A Ordinary Shares
The Company issued to Maxim and/or its designees,
The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.
The representative’s ordinary shares were
measured at fair value upon the issue date at $
16
Note 7—Shareholders’ Deficit
Ordinary shares
Preference shares
—The Company
is authorized to issue
Class A ordinary shares
—The
Company is authorized to issue
Class B ordinary shares
—The
Company is authorized to issue
On December 7, 2023,
As of September 30, 2025 and December 31, 2024,
there were
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In
the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered
in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into
Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such
adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon
conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,
Warrants
— As of September
30, 2025 and December 31, 2024, there were
17
Redemption of warrants when the price per ordinary
shares equals or exceeds $
Once the Warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
in whole and not in part;
| ● |
at a price of $
|
| ● |
upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “
|
| ● |
if, and only if, the last reported sale price (the “closing price”) of our ordinary shares equals or exceeds $
|
The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.
The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share splits, share capitalization, share dividends, reorganizations, recapitalizations and the like. However, the Warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the Warrants may expire worthless.
In addition, if the Company issues additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination
at an issue price or effective issue price of less than $
The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Rights
— As of September 30,
2025 and December 31, 2024, there were
18
The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire and become worthless.
Note 8—Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
| September 30, |
Quoted
Prices in Active Markets |
Significant
Other Observable Inputs |
Significant
Other Unobservable Inputs |
|||||||||||||
| 2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets | ||||||||||||||||
| Investments held in Trust Account | $ |
|
$ |
|
||||||||||||
| December 31, |
Quoted
Prices in Active Markets |
Significant
Other Observable Inputs |
Significant
Other Unobservable Inputs |
|||||||||||||
| 2024 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets | ||||||||||||||||
| Investments held in Trust account | $ |
|
$ |
|
||||||||||||
Note 9 – Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements using the retrospective method of adoption.
19
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
|
For the Three Months Ended
September 30, |
For the Nine Months Ended
September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Interest earned on investments held in Trust Account | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
The key measures of segment profit or loss reviewed by our CODM are interest earned on investments in Trust Account and general and administrative expenses. The CODM reviews interest earned on investments in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investments with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses include insurance expenses, Nasdaq listing expenses, trust service expenses, accounting expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant segment expenses and are reviewed in aggregate to ensure alignment with budget and contractual obligations.
Note 10 – Subsequent Events
In accordance with ASC 855, “Subsequent Events”, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statement was issued. Based on this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statement.
On October 17, 2025, the Sponsor agreed to loan
the Company an aggregate of up to $
On October 17, 2025, Mr. Ka Wo Chan resigned from the Board effective immediately. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “ASCB,” “our,” “us” or “we” refer to A SPAC II Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.
Overview
We are a blank check company incorporated in the British Virgin Islands as a business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). We have not yet selected any specific Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of the initial public offering (the “IPO”) and the private placement of the private placement warrants (the “Private Placement”), the proceeds of the sale of our securities in connection with our initial Business Combination, our shares, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Recent Developments
On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq. The securities are now quoted Over-the-Counter market.
On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “2024 Note”). On July 14, 2025, the Sponsor agreed to loan the Company an aggregate of up to $152,000 to pay for various expenses of the Company and for working capital purposes pursuant to an unsecured promissory note (the “July 2025 Note”). Both loans are non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. Both the 2024 Note and the July 2025 Note are 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. As of September 30, 2025 and December 31, 2024, there was $293,054 and $157,838 outstanding, respectively, under both the 2024 Note and July 2025 Note.
On July 15, 2025, the Company prepared and filed with the Securities and Exchange Commission an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of notifying the Company’s shareholders of the change in the majority of the board of directors of the Company (the “Board”). On July 16, 2025, the Company mailed the Information Statement to its shareholders. Each of Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins tendered their resignation as director of the Company, effective as of July 28, 2025, the tenth day after the mailing of the Information Statement (the “Effective Date”). There were no disagreements between the Company and each of Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins on matters related to the Company’s operations, policies or practices.
The Company designated Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter and Minjie Mao to fill the four (4) vacancies left by Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins, which became effective as of July 28, 2025. Additionally, as described in the Information Statement, on the Effective Date, (i) Serena Shie resigned from her position as Chief Executive Officer of the Company, (ii) Claudius Tsang resigned from his position as Chief Financial Officer of the Company, and (iii) Yip Tsz Yan was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board.
21
On July 28, 2025, each of Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter, Minjie Mao and Serena Shie entered into an indemnity agreement with the Company, on substantially the same terms as those contained in the form filed as Exhibits 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-263890) which was filed with the Securities and Exchange Commission on March 28, 2022, as amended.
On July 30, 2025, the Company held its extraordinary general meeting of the shareholders (the “2025 EGM”) at which the shareholders voted on the proposal 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”).
As of July 2, 2025, the record date for the 2025 EGM, there were 5,687,978 ordinary shares outstanding and entitled to vote. At the 2025 EGM, there were 5,329,581 ordinary shares voted by proxy or in person, representing 93.7% of the total ordinary shares as of the record date, and constituting a quorum for the transaction of business. The shareholders approved the Extension Amendment Proposal and the Target Amendment Proposal, and the Company filed the Fourth Amended and Restated Memorandum and Articles of Association (the “Fourth Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the Fourth 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.
In connection with the shareholders’ vote at the 2025 EGM, 344,384 Class A ordinary shares were redeemed for approximately $4,078,485.
On August 5, 2025, upon the approval of the Audit Committee of the Company’s Board of Directors, the Company dismissed Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accountants. On August 5, 2025, upon the termination of Marcum Asia as auditors of the Company and with the approval of the Audit Committee of the Company’s Board of Directors, the Company engaged FundCertify CPA Professional Corporation as the Company’s independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2025, to re-audit the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023, and to review the Company’s unaudited interim financial statements for the quarter ended March 31, 2025, June 30, 2025 and September 30, 2025.
On October 17, 2025, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “October 2025 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The October 2025 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.
On October 17, 2025, Mr. Ka Wo Chan resigned from the Board effective immediately. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception June 28, 2021 (inception) through September 30, 2025 were organizational activities and those necessary to prepare for, and consummate, the IPO. Following our IPO, our only activities have been seeking a target business with which to complete a business combination. We do not expect to generate any operating revenue until after the completion of our initial Business Combination, at the earliest.
We expect to continue to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect that we will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
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For the three months ended September 30, 2025, we had a net loss of $56,580, which consisted of general and administrative expenses of $78,428, offset by interest income of $21,848. For the three months ended September 30, 2024, we had a net loss $64,743, which consisted of general and administrative expenses of $195,662, offset by interest income of $130,919.
For the nine months ended September 30, 2025, we had a net loss of $134,658, which consisted of general and administrative expenses of $251,961, offset by interest income of $117,303. For the nine months ended September 30, 2024, we had a net income of $215,882, which consisted of general and administrative expenses of $497,763, offset by interest income $713,645.
Liquidity and Capital Resources
As previously disclosed on a Current Report on Form 8-K filed on May 6, 2022, the Company consummated the IPO of 20,000,000 units (the “Units”) which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one ordinary share (“Ordinary Share”), one-half of one redeemable warrant (“Warrant”) entitling its holder to purchase one Ordinary Share at a price of $11.50 per full share and one right (“Right”) to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.
Simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor of 8,966,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000. The Private Placement Warrants are identical to the Public Warrants sold in the IPO, as set forth in the Underwriting Agreement, except as described in the Warrant Agreement.
On May 5, 2022, a total of $203,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established for the benefit of the Company’s public shareholders. We intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
For the nine months ended September 30, 2025, cash used in operating activities was $313,564. Net loss of $134,658 was affected by interest earned on investment held in the Trust Account of $115,421. Changes in operating assets and liabilities used $63,485 of cash for operating activities.
For the nine months ended September 30, 2024, cash used in operating activities was $369,395. Net income of $215,882 was affected by interest earned on investment held in the Trust Account of $703,378. Changes in operating assets and liabilities provided $118,101 of cash for operating activities.
As of September 30, 2025, we had marketable securities held in the Trust Account of $522,292 consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds or notes with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through September 30, 2025, we did not withdraw any interest earned on the Trust Account to pay our taxes. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable), to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products or services. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
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As of September 30, 2025, we had cash of $50,633 outside the Trust Account. Until consummation of the Business Combination, we intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.
If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation of the business combination. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our initial shareholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes. On July 14, 2025 and October 17, 2025, the Sponsor agreed to loan the Company an additional $152,000 and $500,000, respectively, each pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.
Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
As of September 30, 2025, the Company had cash of $50,633 and working capital deficit of $530,490. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination, for which it will require additional financing. The Company currently has no commitments to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, the Company has until August 5, 2027 to consummate a Business Combination. If a Business Combination is not consummated within this time period (the “Combination Period”), the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in addressing this uncertainty are through the completion of a business combination and receiving financing under the Working Capital Loans (see Note 5). There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.
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Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non- financial assets.
Contractual Obligations
As of September 30, 2025, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below:
Registration Rights
The holders of founder shares, private placement warrants, shares being issued to the underwriters and warrants that may be issued on conversion of working capital loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement that required the Company to register such securities for resale (in the case of the founder shares, only after conversion to our Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $7,000,000 (i.e., 3.5% of the gross proceeds of the IPO and over-allotment). The deferred fee will be payable in cash to the underwriters solely in the event that we complete a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.
Representative’s Ordinary Shares
The Company issued to the underwriters and/or its designees, 300,000 Class A ordinary shares including 22,500 ordinary shares as a result of partial exercise of the underwriters’ over-allotment option at the closing of the IPO.
Promissory Notes
On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note (the “2024 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The 2024 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 proceeds of the 2024 Note will be used to pay various expenses of the Company and for working capital purposes. As of September 30, 2025, there was $157,838 outstanding under the 2024 Note.
On July 14, 2025, the Sponsor agreed to loan the Company an aggregate of up to $152,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “July 2025 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The July 2025 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. As of September 30, 2025, there was $135,216 outstanding under the July 2025 Note.
On October 17, 2025, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “October 2025 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The October 2025 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.
Critical Accounting Estimates
We prepare our unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of the unaudited condensed financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. We have not identified any critical accounting estimates.
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Recent Accounting Standards
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted ASU 2023-09 as January 1, 2025; the adoption of this guidance did not impact the Company’s financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As smaller reporting company, we are not required to make disclosures under this Item .
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2025, pursuant to Rule 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We may be subject to legal proceedings, investigations and claims or other contingencies incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to make disclosures under this Item .
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.
The registration statement (the “Registration Statement”) for our IPO was declared effective on May 2, 2022. As previously disclosed on a Current Report on Form 8-K dated May 6, 2022, on May 5, 2022, the Company consummated the IPO of 20,000,000 Units which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one Ordinary Share, one-half of one redeemable Warrant entitling its holder to purchase one Ordinary Share at a price of $11.50 per full share and one Right to receive one-tenth of one Ordinary Share upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.
As previously disclosed on a Current Report on Form 8-K dated May 6, 2022, on May 5, 2022, simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor of 8,966,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000. The Private Placement Warrants are identical to the Public Warrants sold in the IPO, as set forth in the Underwriting Agreement, except as described in the Warrant Agreement.
As of May 5, 2022, a total of $203,500,000 ($10.175 per Unit) of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established for the benefit of the Company’s public shareholders located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
We paid a total of approximately $3,380,000 in underwriting fees and commissions (not including the 3.5% deferred underwriting commission payable at the consummation of the initial Business Combination) and approximately $567,629 for other costs and expenses related to our formation and the IPO.
Pursuant to a Share Exchange Agreement between the Company and the Sponsor dated December 7, 2023, the Sponsor has transferred and delivered to the Company 4,900,000 Class B ordinary shares of the Company in exchange for 4,900,000 Class A ordinary shares of the Company (the “Share Exchange”). The issuance of the 4,900,000 Class A ordinary shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
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Item 6. Exhibits.
|
Exhibit
Number |
Description | |
| 31.1 | Certification of Chief Executive Officer, Chief Financial Officer and Chairperson (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d- 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Chief Executive Officer, Chief Financial Officer and Chairperson (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
| * | Furnished herewith. These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
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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.
| Dated: November 18, 2025 | A SPAC II ACQUISITION CORP. | |
| By: | /s/ Yip Tsz Yan | |
| Name: | Yip Tsz Yan | |
| Title: | Chief Executive Officer, Chief Financial Officer and Chairperson | |
| (Principal Executive Officer and Principal Financial and Accounting Officer) | ||
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