UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Title of each class | Trading Symbol | |
| right to receive one-tenth of one Class A ordinary share | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As described below under Item 5.07 of this Current Report on Form 8-K, A SPAC II Acquisition Corp. (“ASCB” or the “Company”) held its extraordinary general meeting on July 30, 2025 (the “EGM”) at which the shareholders voted on the proposals to (i) amend and restate the Company’s amended and restated memorandum and articles of association to allow ASCB to extend the date by which it has to consummate a business combination for an additional twenty-four (24) months from August 5, 2025 to August 5, 2027 (the “Extension Amendment Proposal”), and (ii) allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “Target Amendment Proposal”). Shortly after the EGM, the Company filed the Fourth Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the Amended Charter which is effective on July 30, 2025, the Company has up to 63 months from its initial public offering (i.e., until August 5, 2027) to consummate an initial business combination. A copy of the Amended Charter is filed as Exhibit 3.1 to this Current Report. The foregoing summary of the Amended Charter is subject to, and qualified in its entirely by, such document.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 30, 2025 at 10:00 a.m. Eastern Time, ASCB held its EGM at which the shareholders voted on the Extension Amendment Proposal and the Target Amendment Proposal pursuant to the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on July 15, 2025 and mailed by the Company to its shareholders on or about July 16, 2025 (the “Proxy Statement”).
As of July 2, 2025, the record date for the EGM, there were 5,687,978 ordinary shares outstanding and entitled to vote. At the EGM, there were 5,329,581 ordinary shares voted by proxy or in person, representing 93.70% of the total number of outstanding ordinary shares as of the record date, and constituting a quorum for the transaction of business. The shareholders approved the Extension Amendment Proposal and Target Amendment Proposal at the EGM. The Extension Amendment Proposal is described in more detail in the Proxy Statement.
A summary of the voting results at the EGM is set forth below:
1. Proposal No. 1 — The Extension Amendment Proposal
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 5,329,581 | 0 | 0 | 0 |
2. Proposal No. 2 — The Target Amendment Proposal
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 5,329,581 | 0 | 0 | 0 |
Redemption of Ordinary Shares
An aggregate of 344,384 ordinary shares were tendered for redemption in connection with the EGM.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Fourth Amended and Restated Memorandum and Articles of Association. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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.
| A SPAC II Acquisition Corp. | ||
| By: | /s/ Tsz Yan Yip | |
| Name: | Tsz Yan Yip | |
| Title: | Chief Executive Officer | |
| Dated: July 31, 2025 | ||
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