Description of Organization and Business Operation	3 Months Ended
Mar. 31, 2026
Description of Organization and Business Operation [Abstract]
Description of Organization and Business Operation	Note 1 – Description of Organization and Business Operation A SPAC II Acquisition Corp. (the “Company”) was incorporated in the British Virgin Islands on June 28, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. As of March 31, 2026, the Company had not commenced any operations. All activities from June 28, 2021 (inception) through March 31, 2026, 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 initial public offering of 20,000,000 units (the “Units”), which included the partial exercise of the over-allotment option of 1,500,000 Units granted to the underwriters (the “IPO”). 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 (“Private Placement”) with A SPAC II (Holdings) Corp., the Company’s sponsor (the “Sponsor”), of 8,966,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000. Transaction costs amounted to $13,150,218, consisting of $3,380,000 of underwriting fees, $7,000,000 of deferred underwriting fees (payable only upon completion of a Business Combination), $567,629 of other offering costs and $2,202,589 fair value of the 300,000 representative shares considered as part of the transaction costs, and were recognized upon completion of the IPO. The Company also issued 300,000 shares of Class A ordinary shares (the “Representative Shares”) to Maxim Group LLC, (“Maxim”), the representative of the underwriters, as part of representative compensation, the fair value of which is $2,202,589. The Representative Shares are identical to the public shares except that Maxim has agreed not to transfer, assign or sell any such representative shares until the completion of the Company’s initial Business Combination. The Representative Shares are 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 the IPO pursuant to FINRA Rule 5110(e)(1). In addition, the representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination within 15 months of the closing of the IPO (or 21 months, if the Company extends the time to complete a Business Combination). As described below, the Company has extended the time to complete a Business Combination to August 5, 2027. Upon the closing of the IPO on May 5, 2022, $203,500,000 ($10.175 per Unit) from the net offering proceeds of the sale of the Units in the IPO and a portion of the sale of the Private Placement was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer& Trust as a trustee and will be 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 any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company. Subsequently, on February 9, 2026, the funds in the Trust Account were moved into interest-bearing deposits and are expected to remain there until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 $10.175 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). As described below, in August 2023, July 2024 and July 2025, the Public Shareholders were given the opportunity to redeem all or a portion of their Public Shares in connection with proposals to amend and restate the Company’s amended and restated memorandum and articles of association. 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 were 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 was 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 $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. 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 and 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 5) 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 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. 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) to complete a Business Combination. As discussed below, the Company has extended the time to complete a Business Combination to August 5, 2027 (the “Combination Period”). 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 $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders 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 $10.175 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business (except for the Company’s Independent Registered Public Accounting Firm), execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 date by which it had to complete a business combination to August 5, 2024, or up to 27 months from its initial public offering. In connection with the shareholders’ vote at the 2023 EGM, 18,003,605 Class A ordinary shares with redemption value of $190,703,967 were tendered for redemption on August 1, 2023. The Company filed the Second Charter Amendment with the Registrar of Corporate Affairs at the British Virgin Islands on August 1, 2023. 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 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 4,900,000 Class A Shares issued in connection with the Share Exchange are subject to the same restriction as applied to the Class B Shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. Following the Share Exchange, there were 7,196,395 Class A ordinary shares (1,996,395 of which were subject to possible redemption) and 100,000 Class B ordinary shares issued and outstanding. As a result of the Share Exchange, the Sponsor held approximately 68.1% of the Company’s then outstanding Class A ordinary shares. The issuance of the 4,900,000 Class A ordinary shares was not registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof. 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, 1,608,417 Class A ordinary with a redemption value of $18,165,082.19 were tendered for redemption. Following the shareholder approval, the Company filed the Third Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs. Pursuant to the Third Amended Charter which was effective on July 23, 2024, the Company had up to 39 months from its initial public offering (i.e., until August 5, 2025) to consummate an initial business combination. 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 $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. 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. 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 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 $4,078,486. 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 quarters 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. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board. *Going Concern Consideration* As of March 31, 2026, the Company had cash of $100,159 and a working capital deficit of $701,315 . As discussed in Note 5, 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. Subsequently, 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. 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 the Combination Period, the Company will trigger a 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. *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 global 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.

Description of Organization and Business Operation

3 Months Ended

Mar. 31, 2026

Description of Organization and Business Operation [Abstract]

Description of Organization and Business Operation

Note 1 – Description of Organization and Business Operation

A SPAC II Acquisition Corp. (the “Company”) was incorporated in the British Virgin Islands on June 28, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

As of March 31, 2026, the Company had not commenced any operations. All activities from June 28, 2021 (inception) through March 31, 2026, 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 initial public offering of 20,000,000 units (the “Units”), which included the partial exercise of the over-allotment option of 1,500,000 Units granted to the underwriters (the “IPO”). 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 (“Private Placement”) with A SPAC II (Holdings) Corp., the Company’s sponsor (the “Sponsor”), of 8,966,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000.

Transaction costs amounted to $13,150,218, consisting of $3,380,000 of underwriting fees, $7,000,000 of deferred underwriting fees (payable only upon completion of a Business Combination), $567,629 of other offering costs and $2,202,589 fair value of the 300,000 representative shares considered as part of the transaction costs, and were recognized upon completion of the IPO.

The Company also issued 300,000 shares of Class A ordinary shares (the “Representative Shares”) to Maxim Group LLC, (“Maxim”), the representative of the underwriters, as part of representative compensation, the fair value of which is $2,202,589. The Representative Shares are identical to the public shares except that Maxim has agreed not to transfer, assign or sell any such representative shares until the completion of the Company’s initial Business Combination. The Representative Shares are 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 the IPO pursuant to FINRA Rule 5110(e)(1). In addition, the representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination within 15 months of the closing of the IPO (or 21 months, if the Company extends the time to complete a Business Combination). As described below, the Company has extended the time to complete a Business Combination to August 5, 2027.

Upon the closing of the IPO on May 5, 2022, $203,500,000 ($10.175 per Unit) from the net offering proceeds of the sale of the Units in the IPO and a portion of the sale of the Private Placement was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer& Trust as a trustee and will be 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 any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company. Subsequently, on February 9, 2026, the funds in the Trust Account were moved into interest-bearing deposits and are expected to remain there until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

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 $10.175 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). As described below, in August 2023, July 2024 and July 2025, the Public Shareholders were given the opportunity to redeem all or a portion of their Public Shares in connection with proposals to amend and restate the Company’s amended and restated memorandum and articles of association.

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 were 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 was 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 $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

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 and 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 5) 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 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

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) to complete a Business Combination. As discussed below, the Company has extended the time to complete a Business Combination to August 5, 2027 (the “Combination Period”). 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 $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

The Initial Shareholders 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 $10.175 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business (except for the Company’s Independent Registered Public Accounting Firm), execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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 date by which it had to complete a business combination to August 5, 2024, or up to 27 months from its initial public offering. In connection with the shareholders’ vote at the 2023 EGM, 18,003,605 Class A ordinary shares with redemption value of $190,703,967 were tendered for redemption on August 1, 2023. The Company filed the Second Charter Amendment with the Registrar of Corporate Affairs at the British Virgin Islands on August 1, 2023.

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 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 4,900,000 Class A Shares issued in connection with the Share Exchange are subject to the same restriction as applied to the Class B Shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.

Following the Share Exchange, there were 7,196,395 Class A ordinary shares (1,996,395 of which were subject to possible redemption) and 100,000 Class B ordinary shares issued and outstanding. As a result of the Share Exchange, the Sponsor held approximately 68.1% of the Company’s then outstanding Class A ordinary shares. The issuance of the 4,900,000 Class A ordinary shares was not registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

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, 1,608,417 Class A ordinary with a redemption value of $18,165,082.19 were tendered for redemption. Following the shareholder approval, the Company filed the Third Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs. Pursuant to the Third Amended Charter which was effective on July 23, 2024, the Company had up to 39 months from its initial public offering (i.e., until August 5, 2025) to consummate an initial business combination.

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 $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.

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.

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 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 $4,078,486.

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 quarters 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. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board.

Going Concern Consideration

As of March 31, 2026, the Company had cash of $100,159 and a working capital deficit of $701,315 . As discussed in Note 5, 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. Subsequently, 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.

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 the Combination Period, the Company will trigger a 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.

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 global 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.