UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 23, 2024
A SPAC II Acquisition Corp.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | | 001-41372 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
289 Beach Road
#03-01
Singapore 199552
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +65 6818 5796
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share | | ASCBU | | The Nasdaq Stock Market LLC |
| Class A ordinary shares included as part of the units | | ASCB | | The Nasdaq Stock Market LLC |
| Rights included as part of the units | | ASCBR | | The Nasdaq Stock Market LLC |
| Warrants included as part of the units | | ASCBW | | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
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.
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 23, 2024 (the “EGM”) at which the shareholders voted on the proposal to 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 twelve (12) months from August 5, 2024 to August 5, 2025 (the “Extension Amendment Proposal”). Shortly after the EGM, the Company filed the Third 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 23, 2024, the Company has up to 39 months from its initial public offering (i.e., until August 5, 2025) 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 23, 2024 at 9:00 a.m. Eastern Time, ASCB held its EGM at which the shareholders voted on the following proposal pursuant to the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on July 5, 2024 and mailed by the Company to its shareholders on or about July 8, 2024 (the “Proxy Statement”).
As of June 20, 2024, the record date for the EGM, there were 7,296,395 ordinary shares outstanding and entitled to vote. At the EGM, there were 6,464,659 ordinary shares voted by proxy or in person, representing 88.6 % 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 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 |
| 6,114,387 | | 350,272 | | 0 | | 0 |
Redemption of Ordinary Shares
An aggregate of 1,608,417 ordinary shares were tendered for redemption in connection with the EGM.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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/ Serena Shie |
| | | Name: | Serena Shie |
| | | Title: | Chief Executive Officer |
| | | |
| Dated: July 24, 2024 | | |
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