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                              August 8, 2023

       Serena Shie
       Chief Executive Officer
       A SPAC II Acquisition Corp.
       289 Beach Road #03-01
       Singapore 199552

                                                        Re: A SPAC II
Acquisition Corp.
                                                            Form 10-K for the
Fiscal Year ended December 31, 2022
                                                            Filed March 13,
2023
                                                            File No. 001-41372

       Dear Serena Shie:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year ended December 31, 2022

       Business, page 1

   1.                                                   Please address
specifically any PRC regulations concerning mergers and acquisitions by
                                                        foreign investors that
your initial business combination transaction may be subject to,
                                                        including PRC
regulatory reviews, which may impact your ability to complete a business
                                                        combination in the
prescribed time period. Also address any impact PRC law or
                                                        regulation may have on
the cash flows associated with the business combination,
                                                        including shareholder
redemption rights.
   2.                                                   Please revise to
disclose in the introduction to your Business section that your sponsor and
                                                        a majority of your
executive officers and/or directors having significant ties to China may
                                                        make you a less
attractive partner to a non China-based target company, which may
                                                        therefore limit the
pool of acquisition candidates.
   3.                                                   Please include a
separate section on enforcement of liabilities addressing the enforcement
 Serena Shie
FirstName
A SPAC II LastNameSerena
           Acquisition Corp.Shie
Comapany
August     NameA SPAC II Acquisition Corp.
       8, 2023
August
Page 2 8, 2023 Page 2
FirstName LastName
         risks related to civil liabilities due to your sponsor and some of
your officers and directors
         being located in China or Hong Kong. For example, revise to discuss
more specifically
         the limitations on investors being able to effect service of process
and enforce civil
         liabilities in China, lack of reciprocity and treaties, and cost and
time constraints. Also,
         please disclose these risks in the business section, which should
contain disclosures
         consistent with the separate section. Additionally, please identify
each officer and
         director located in China or Hong Kong and disclose that it will be
more difficult to
         enforce liabilities and enforce judgments on those individuals.
Summary of Risk Factors, page 6

4.       In your summary of risk factors, disclose the risks that the majority
of your directors and
         officers being based in or having significant ties to China poses to
investors. In particular,
         describe the significant regulatory, liquidity, and enforcement risks
with cross-references
         to the more detailed discussion of these risks in this filing. For
example, specifically
         discuss risks arising from the legal system in China, including risks
and uncertainties
         regarding the enforcement of laws and that rules and regulations in
China can change
         quickly with little advance notice; and the risk that the Chinese
government may intervene
         or influence your search for a target company or completion of your
initial business
         combination at any time, which could result in a material change in
your operations.
5.       Disclose each permission or approval that you or your officers and
directors are required
         to obtain from Chinese authorities to search for a target company.
State whether your
         directors and officers are covered by permissions requirements from
the China Securities
         Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
         other governmental agency, and state affirmatively whether you have
received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if your officers
         and directors (i) do not receive or maintain such permissions or
approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
Risk Factors, page 7

6.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your directors    and officers    search for a target company, please
revise to highlight
         separately the risk that the Chinese government may intervene or
influence your
         operations at any time, which could result in a material change in
your search.
7.       In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, please revise your disclosure to
explain how this
         oversight impacts your officers and directors and to what extent you
believe that you are
         compliant with the regulations or policies that have been issued by
the CAC to date.
 Serena Shie
A SPAC II Acquisition Corp.
August 8, 2023
Page 3


Financial Statements
Note 7 - Shareholders' Equity, page F-15

8.       We note that you account for the Public and Private Placement Warrants
as equity. Please
         provide us with your analysis under ASC 815-40 to support your
accounting treatment for
         the warrants. As part of your analysis, please address whether there
are any terms or
         provisions in the warrant agreement that provide for potential changes
to the settlement
         amounts that are dependent upon the characteristics of the holder of
the warrant, and if so,
         how you analyzed those provisions in accordance with the guidance in
ASC 815-40.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Joanna Lam at 202-551-3476 or Shannon Buskirk at
202-551-3717 with
any other questions.



FirstName LastNameSerena Shie                                  Sincerely,
Comapany NameA SPAC II Acquisition Corp.
                                                               Division of
Corporation Finance
August 8, 2023 Page 3                                          Office of Energy
& Transportation
FirstName LastName