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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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The | ||||
| The |
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Third 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/ Serena Shie | ||
| Name: | Serena Shie | ||
| Title: | Chief Executive Officer | ||
| Dated: July 24, 2024 | |||
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