UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to
________________
Commission file number: 001-41372
A SPAC II ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | | N/A |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| 289 Beach Road #03-01 Singapore 199552 | | N/A |
| (Address of principal executive offices) | | (Zip Code) |
(65) 6818 5796
Registrant’s telephone number, including
area code:
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class | | Trading Symbol | | 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 | | ASUUF | | OTC Markets |
| Class A Ordinary Shares | | ASCBF | | OTC Markets |
| Warrants | | ASCWF | | OTC Markets |
| Rights | | ASCRF | | OTC Markets |
Securities registered pursuant to Section 12(g)
of the Act: None.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No
☒
Indicate by check mark whether the registrant
(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 month (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 ☒ No ☐
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). Yes
☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | 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. Yes ☐ No
☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No
☐
As of June 30, 2023, the aggregate market value
of the Registrant’s ordinary shares held by non-affiliates of the Registrant was $210,800,000.
As of March 28, 2024, there were 7,196,395 Class
A ordinary shares and 100,000 Class B ordinary shares issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
| Auditor’s Name | | Auditor’s Location | | Auditor’s Firm ID |
| Marcum Asia CPAs llp | | New York, NY | | Firm ID#: 5395 |
EXPLANATORY NOTE
A SPAC II Acquisition Corp. (the “Company”) is filing this
Amendment No. 1 (this “Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Original
Form 10-K”), as originally filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024. We are filing
this Form 10-K/A to include management’s report on internal control over financial reporting, which was inadvertently omitted from
Item 9A of the Original Form 10-K. This Form 10-K/A includes new certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, from our
Chief Executive Officer and Chief Financial Officer, dated as of the date of filing of this Form 10-K/A.
This Form 10-K/A reflects information as of the original filing date
of the Original Form 10-K, does not reflect events occurring after that date and does not modify or update in any way disclosures made
in the Original Form 10-K, except as specifically noted above. Among other things, forward-looking statements made in the Original Form
10-K have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us after
the date of the Original Form 10-K (other than as discussed above), and such forward-looking statements should be read in their historical
context. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of
the Original Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
Item 9A. 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 December 31, 2023, pursuant to Rule 15d-15(e) under
the Exchange Act. Based upon that evaluation and the fact that management’s report on internal control over financial reporting
was inadvertently omitted from Item 9A of the Original Form 10-K, our Certifying Officers concluded that, as of December 31, 2023, our
disclosure controls and procedures were not 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.
Management’s Report on Internal Controls
Over Financial Reporting
As required by SEC rules and
regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with
GAAP. Our internal control over financial reporting includes those policies and procedures that:
| |
(1) |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
| |
(2) |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
| |
(3) |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting at December 31, 2023. In making these assessments, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
Based on our assessments and those criteria, management determined that our internal control over financial reporting as of December 31,
2023 was effective.
This Annual Report on Form
10-K/A does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth
company under the JOBS Act.
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.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that
Prevent Inspections.
Not applicable.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
A SPAC II ACQUISITION CORP. |
| |
|
|
| Dated: October 11, 2024 |
By: |
/s/ Serena Shie |
| |
Name: |
Serena Shie |
| |
Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Pursuant to the requirements of the Securities
Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Serena Shie |
|
Chief Executive Officer |
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| Serena Shie |
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(Principal Executive Officer) |
|
October 11, 2024 |
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|
|
|
|
| /s/ Claudius Tsang |
|
Chief Financial Officer |
|
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| Claudius Tsang |
|
(Principal Accounting and Financial Officer) |
|
October 11, 2024 |
| |
|
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|
| /s/ Malcolm F. MacLean IV |
|
|
|
|
| Malcolm F. MacLean IV |
|
Director |
|
October 11, 2024 |
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| /s/ Anson Chan |
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| Anson Chan |
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Director |
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October 11, 2024 |
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| /s/ Ka Wo Chan |
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| Ka Wo Chan |
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Director |
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October 11, 2024 |
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| /s/ Bryan Biniak |
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| Bryan Biniak |
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Director |
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October 11, 2024 |
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| /s/ Paul Cummins |
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| Paul Cummins |
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Director |
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October 11, 2024 |
5
10-K/A
ASPAC II Acquisition Corp.
00-0000000
NONE
NONE
NONE
NONE
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In connection with the Amendment No. 1 to Annual
Report of A SPAC II Acquisition Corp. (the “Company”) on Form 10-K for the year ended December 31, 2023 as filed with the
Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
In connection with the Amendment No. 1 to Annual
Report of A SPAC II Acquisition Corp. (the “Company”) on Form 10-K for the year ended December 31, 2023 as filed with the
Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: