~~UNITED STATES~~United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

~~CURRENT REPORT~~Current Report

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

~~Date of~~August ~~Report (Date of earliest event reported): July 30~~5, 2025

Date of Report (Date of earliest event reported)

A SPAC II Acquisition Corp.

(Exact ~~name~~ Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

British Virgin Islands		001-41372		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

289 Beach Road

289 Beach Road

#03-01

Singapore 199552

N/A

(Address of Principal Executive Offices)

(Zip Code)

~~#03-01~~Registrant’s telephone number, including area code: +(65) 6818 5796

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))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of ~~each~~Each ~~class~~Class Trading Symbol 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 Class A ordinary shares ~~included as part of the units~~ ASCBF ~~Rights included as part of the units ASCRF~~ Warrants ~~included~~ASCWF asRights ~~part of the units ASCWF~~ASCRF

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 4.0301. ~~Amendments~~Changes ~~to Articles of Incorporation or Bylaws; Change~~ in ~~Fiscal~~Registrant’s ~~Year~~Certifying Accountant.

~~As described~~(a) ~~below~~On ~~under~~August ~~Item~~ 5~~.07~~, ~~of this Current Report on Form 8-K~~2025, A SPAC II Acquisition Corp. (~~“ASCB” or~~ the “Company”) ~~held~~ ~~its~~dismissed ~~extraordinary~~Marcum ~~general~~Asia ~~meeting~~CPAs onLLP ~~July 30, 2025~~ (~~the~~ “~~EGM~~MarcumAsia”) atas ~~which~~its ~~the~~independent ~~shareholders~~registered ~~voted~~public ~~on the proposals to (i)~~accountants ~~amend~~ and ~~restate~~engaged ~~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 twenty-four~~ FundCertify CPA Professional Corporation(~~24) months from August 5, 2025 to August 5, 2027 (the~~ “~~Extension Amendment Proposal~~FundCertify”), ~~and~~as ~~(ii) allow the Company to undertake an initial business combination with any entity with~~ its ~~principal~~independent ~~business~~registered ~~operations~~public ~~in China (including Hong Kong and Macau) (the “Target Amendment Proposal”)~~accountants. ~~Shortly~~ ~~after~~The ~~the~~dismissal ~~EGM,~~of ~~the~~MarcumAsia ~~Company filed the Fourth Amended~~ and ~~Restated Memorandum and Articles of Association (~~the ~~“Amended~~engagement ~~Charter”) with the Registrar~~ of ~~Corporate~~FundCertify ~~Affairs~~was atapproved ~~the~~by ~~British Virgin Islands. Pursuant to~~ the ~~Amended~~Audit ~~Charter~~Committee ~~which~~of ~~is effective on July 30, 2025,~~ the Company’s ~~has~~Board upof toDirectors on ~~63 months from its initial public offering (i.e., until~~ August 5, ~~2027) to consummate an initial business combination~~2025. ~~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~~MarcumAsia’s reports on the consolidated ~~5.07.~~financial ~~Submission~~statements of ~~Matters~~the toCompany afor ~~Vote~~the fiscal years ended December 31, 2024 and December 31, 2023 did not contain any adverse opinion or disclaimer of ~~Security~~opinion ~~Holders~~and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report for the fiscal years ended December 31, 2023 and December 31, 2024 included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

~~On July~~During ~~30,~~the ~~2025~~fiscal atyears ~~10:00~~ended ~~a.m.~~December ~~Eastern Time~~31, ~~ASCB~~2023 ~~held~~and ~~its~~December ~~EGM~~31, at2024, ~~which~~and ~~the~~through ~~shareholders~~August ~~voted~~5, on2025, ~~the~~there ~~Extension~~were ~~Amendment~~no ~~Proposal~~disagreements ~~and~~with ~~the~~MarcumAsia ~~Target~~on ~~Amendment~~any ~~Proposal~~matter ~~pursuant~~of toaccounting ~~the~~principles ~~definitive~~or ~~proxy~~practices, financial statement disclosure, ~~filed~~or byauditing ~~the~~scope ~~Company~~or ~~with~~procedure, ~~the~~which ~~Securities~~if ~~and~~not ~~Exchange Commission~~resolved onto ~~July~~MarcumAsia ~~15,~~satisfaction ~~2025~~would ~~and~~have ~~mailed~~caused byit ~~the~~to ~~Company~~make toreference thereto in connection with its ~~shareholders~~reports on orthe ~~about~~financial ~~July~~statements 16for such years. During the fiscal years ended December 31, 2024 and December 31, 2023, and through August 5, 2025, ~~(the~~there ~~“Proxy~~were ~~Statement~~no “reportable events” of the type described in Item 304(a)(1)(v) of Regulation S-K.

As In accordance with Item 304(a)(3) of ~~July~~Regulation 2S-K, ~~2025,~~we ~~the~~furnished ~~record~~MarcumAsia ~~date~~with ~~for~~a ~~the~~copy ~~EGM,~~of ~~there~~this ~~were~~Form 8-K on August 5,~~687,978~~ ~~ordinary~~2025 ~~shares~~providing MarcumAsia ~~outstanding~~with ~~and~~the ~~entitled~~opportunity to ~~vote.~~furnish At the ~~EGM,~~Company ~~there were~~with ~~5,329,581~~a ~~ordinary~~letter ~~shares~~addressed ~~voted~~to bythe ~~proxy~~Securities orand inExchange ~~person,~~Commission ~~representing~~stating ~~93.70%~~whether it ofagrees with the ~~total~~statements ~~number~~made ofby ~~outstanding~~the ~~ordinary~~Company ~~shares~~under ~~as of~~this ~~the~~Item ~~record~~4.01 ~~date,~~in ~~and~~response ~~constituting~~to Item 304(a) ~~quorum~~of ~~for~~Regulation ~~the~~S-K ~~transaction~~as ofthe ~~business.~~same ~~The~~pertains to ~~shareholders~~MarcumAsia ~~approved~~and, ~~the~~if ~~Extension~~not, ~~Amendment~~stating ~~Proposal and~~the ~~Target~~respect ~~Amendment~~in ~~Proposal~~which atit ~~the~~does ~~EGM~~not agree. ~~The~~A ~~Extension~~copy ~~Amendment~~of ~~Proposal~~such letter is ~~described~~filed inas ~~more~~Exhibit ~~detail~~16.1 into ~~the~~this ~~Proxy Statement~~Report.

A(b) On August 5, 2025, the Company engaged FundCertify as the Company’s new independent registered public accounting firm effective ~~summary~~upon the termination of MarcumAsia. The retention of FundCertify was approved by the ~~voting~~Audit ~~results~~Committee atof the ~~EGM~~Company’s isBoard ~~set~~of ~~forth~~Directors to ~~below:~~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 first three quarters of 2025. During the fiscal years ended December 31, 2024 and December 31, 2023 and through August 5, 2025, the Company did not consult with FundCertify with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

1~~. Proposal No. 1 — The Extension Amendment Proposal~~

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
5,329,581		0		0		0

Item 9.01. Financial Statements and Exhibits

~~2. Proposal~~(d) ~~No. 2 — The Target Amendment Proposal~~Exhibits

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Exhibit No.	Description
5,329,581	0	0	0
16.1	Letter from Marcum Asia CPAs LLP, dated August 5, 2025
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Redemption of Ordinary Shares~~2

~~An aggregate of 344,384 ordinary shares were tendered for redemption in connection with the EGM.~~SIGNATURES

~~Item~~Pursuant to the requirements ~~9.01.~~of ~~Financial~~the ~~Statements~~Securities ~~and~~Exchange ~~Exhibits~~Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(d) Exhibits.~~Dated: August 5, 2025

3.1		Fourth Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	A SPAC II ACQUISITION CORP.

	By:	/s/ Yip Tsz Yan
	Name:	Yip Tsz Yan
	Title:	Chief Executive Officer and Chief Financial Officer

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/ Tsz Yan Yip
	Name:	Tsz Yan Yip
	Title:	Chief Executive Officer
Dated: July 31, 2025

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