ASPAC II Re-Audits 2024 Financials, Extends SPAC Deadline to 2027

TL;DR

**ASPAC II's re-audit confirms its precarious 'going concern' status, extending the SPAC deadline to 2027 but offering little new hope for a successful merger.**

AI Summary

ASPAC II Acquisition Corp. (ASCWF) filed a 10-K/A on October 24, 2025, primarily to amend and restate Items 8 and 9 and Part IV of its Annual Report for the fiscal year ended December 31, 2024. This amendment was necessitated by a re-audit of the financial statements for 2024 and 2023 by a new independent registered public accounting firm, FundCertify CPA Professional Corporation, which replaced Marcum Asia CPAs LLP on August 5, 2025. The re-audit confirmed no material changes to the financial statements, except for reflecting an extension of the business combination deadline to August 5, 2027, under 'Going Concern Considerations'. As of December 31, 2024, the company reported total assets of $4,642,664, a significant decrease from $22,372,321 in 2023, largely due to a reduction in investments held in the Trust Account from $21,895,685 to $4,485,356. Current liabilities increased from $157,354 in 2023 to $437,719 in 2024, including a new promissory note – related party of $157,838. The company continues to face substantial doubt about its ability to continue as a going concern, as highlighted by FundCertify, due to the lack of a definitive business combination and insufficient capital resources.

Why It Matters

This 10-K/A filing is crucial for investors as it confirms the re-audit of ASPAC II's financial statements by a new auditor, FundCertify, following the dismissal of Marcum Asia. While the re-audit found no significant changes to the financial figures for 2023 and 2024, the explicit extension of the business combination deadline to August 5, 2027, provides a clearer, albeit still uncertain, timeline for the SPAC's future. The substantial doubt about the company's going concern status, reiterated by the new auditor, underscores the high risk for investors, employees, and potential acquisition targets, as the company still lacks a definitive business combination and adequate capital. This competitive context highlights the ongoing challenges for SPACs in securing deals and maintaining investor confidence.

Risk Assessment

Risk Level: high — The risk level is high due to the explicit 'substantial doubt about the Company's ability to continue as a going concern' stated by FundCertify CPA Professional Corporation. This is evidenced by the company's reliance on completing a business combination by August 5, 2027, and its lack of an approved plan to extend beyond this date or sufficient capital resources to fund operations and complete a combination, even with the extension.

Analyst Insight

Investors should exercise extreme caution and consider divesting, as the 'going concern' warning from the new auditor, FundCertify, indicates significant operational and financial uncertainty. The extension of the business combination deadline to August 5, 2027, does not mitigate the fundamental lack of a definitive merger target or sufficient capital, making ASCWF a highly speculative investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$4,642,664

total Debt

$157,838

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$4,485,356

revenue Growth

N/A

Key Numbers

• $4,642,664 — Total Assets as of December 31, 2024 (Decreased significantly from $22,372,321 in 2023)
• $21,895,685 — Investments held in Trust Account as of December 31, 2023 (Reduced to $4,485,356 by December 31, 2024)
• $4,485,356 — Investments held in Trust Account as of December 31, 2024 (Represents a substantial decrease from the prior year)
• $437,719 — Total Current Liabilities as of December 31, 2024 (Increased from $157,354 in 2023)
• $157,838 — Promissory note – related party as of December 31, 2024 (New liability not present in 2023)
• 5,243,594 — Class A ordinary shares issued and outstanding as of October 24, 2025 (Reflects current share count)
• 100,000 — Class B ordinary shares issued and outstanding as of October 24, 2025 (Reflects current share count)
• $4,120,000 — Aggregate market value of ordinary shares held by non-affiliates as of October 23, 2025 (Indicates market capitalization for non-insiders)
• August 5, 2027 — Extended deadline for business combination (Critical date for SPAC's future)

Key Players & Entities

• ASPAC II Acquisition Corp. (company) — registrant filing the 10-K/A
• FundCertify CPA Professional Corporation (company) — new independent registered public accounting firm
• Marcum Asia CPAs LLP (company) — previously dismissed independent registered public accountants
• SEC (regulator) — Securities and Exchange Commission
• Yip Tsz Yan (person) — Chief Executive Officer and Chief Financial Officer
• Tsang Wing Sze (person) — Director
• Luk Sui Cheung Peter (person) — Director
• Minjie Mao (person) — Director
• Audit Committee (company) — approved auditor change
• Continental Stock Transfer & Trust Company (company) — transfer agent and trustee for agreements

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company faces substantial doubt about its ability to continue as a going concern due to the lack of a definitive business combination and insufficient capital resources. The business combination deadline has been extended to August 5, 2027, but there is no assurance of securing necessary approvals or capital.
• Significant Decline in Trust Account Assets [high — financial]: Total assets decreased from $22,372,321 in 2023 to $4,642,664 in 2024, primarily due to a reduction in investments held in the Trust Account from $21,895,685 to $4,485,356.
• Increase in Current Liabilities [medium — financial]: Current liabilities rose from $157,354 in 2023 to $437,719 in 2024, including a new related-party promissory note of $157,838.
• Dependence on Business Combination [high — operational]: The company's existence is contingent upon successfully completing a business combination by August 5, 2027. Failure to do so could result in dissolution and return of funds to shareholders.
• Accounting Re-audit and Auditor Change [medium — regulatory]: The company underwent a re-audit by FundCertify CPA Professional Corporation, replacing Marcum Asia CPAs LLP. While no material changes were found in the financial statements themselves, this indicates potential past issues or a need for enhanced scrutiny.

Industry Context

ASPAC II Acquisition Corp. operates within the Special Purpose Acquisition Company (SPAC) sector, which has seen significant activity but also increased regulatory scrutiny. SPACs are designed to facilitate mergers and acquisitions, often by bringing private companies public more quickly than traditional IPOs. The competitive landscape involves numerous SPACs vying for attractive target companies, while facing evolving market conditions and investor expectations.

Regulatory Implications

The change in auditors and the need for a re-audit suggest potential areas of concern for regulators. Furthermore, the extended business combination deadline and the ongoing 'going concern' warnings highlight the need for close monitoring by the SEC and investors regarding the company's ability to meet its obligations and complete its intended transaction.

What Investors Should Do

1. Review the 'Going Concern Considerations' in Note 1 of the financial statements.
2. Monitor the progress towards a business combination before the August 5, 2027 deadline.
3. Analyze the significant decrease in Trust Account assets and the increase in current liabilities.
4. Assess the implications of the auditor change and re-audit.

Key Dates

• 2021-06-28: Company Incorporation — Marks the inception of ASPAC II Acquisition Corp. as a special purpose acquisition company.
• 2022-05-02: Underwriting Agreement and Trust Account Agreement — Establishes the terms for the initial public offering and the management of funds held in trust.
• 2024-12-31: Fiscal Year End — Reporting period for the financial statements, showing significant asset reduction and increased liabilities.
• 2025-08-05: Auditor Change and Business Combination Deadline Extension — New independent auditor appointed, and the deadline to complete a business combination was extended to this date.
• 2025-10-24: 10-K/A Filing — Amendment to the annual report, reflecting the re-audit and updated information, including the extended business combination deadline.
• 2027-08-05: Extended Business Combination Deadline — The critical date by which the company must complete a business combination or face potential dissolution.

Glossary

Special Purpose Acquisition Corporation (SPAC)

A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (ASPAC II Acquisition Corp. is a SPAC, and its primary purpose is to find and merge with a target company.)

Business Combination

The merger, share exchange, asset acquisition, stock purchase, reorganization, or similar transaction that a SPAC aims to complete with a target company. (The success of ASPAC II Acquisition Corp. is entirely dependent on completing a business combination by its deadline.)

Trust Account

An account where the funds raised from a SPAC's IPO are held in trust, typically invested in U.S. Treasury bills or other low-risk securities, until a business combination is completed. (The significant decrease in the Trust Account balance is a key indicator of the company's financial situation and asset depletion.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future, typically at least 12 months from the reporting date. (The auditor has raised substantial doubt about ASPAC II's ability to continue as a going concern, highlighting significant financial risks.)

10-K/A

An amended annual report filed with the SEC to correct or supplement information previously filed in a Form 10-K. (This filing indicates that the company is making significant amendments to its previously filed annual report, necessitating a review of the changes.)

Year-Over-Year Comparison

ASPAC II Acquisition Corp.'s 10-K/A filing for the fiscal year ended December 31, 2024, reveals a dramatic decrease in total assets from $22,372,321 in 2023 to $4,642,664 in 2024, primarily due to a substantial reduction in its Trust Account investments. Concurrently, current liabilities have increased from $157,354 to $437,719, including a new related-party promissory note. The company continues to face significant going concern risks, exacerbated by the lack of a completed business combination and insufficient capital, with the deadline now extended to August 5, 2027.

Filing Documents

• ea0261921-10ka1_aspac2acq.htm (10-K/A) — 429KB
• ea026192101ex31-1_aspac2acq.htm (EX-31.1) — 9KB
• ea026192101ex32-1_aspac2acq.htm (EX-32.1) — 4KB
• image_001.jpg (GRAPHIC) — 15KB
• 0001213900-25-102200.txt ( ) — 3291KB
• ascb-20241231.xsd (EX-101.SCH) — 33KB
• ascb-20241231_cal.xml (EX-101.CAL) — 16KB
• ascb-20241231_def.xml (EX-101.DEF) — 188KB
• ascb-20241231_lab.xml (EX-101.LAB) — 304KB
• ascb-20241231_pre.xml (EX-101.PRE) — 201KB
• ea0261921-10ka1_aspac2acq_htm.xml (XML) — 351KB

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data This information appears following Item 15 of this Report and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure As discussed in a Form 8-K filed the Securities and Exchange Commission on August 5, 2025, on August 5, 2025, the Company dismissed Marcum Asia CPAs LLP ("Marcum Asia") as its independent registered public accountants and engaged FundCertify as its independent registered public accountants. The dismissal of Marcum Asia and the engagement of FundCertify was unanimously approved by the Audit Committee of the Company's Board of Directors and board of directors on August 5, 2025. FundCertify has completed the re-audit of the Company's financial statements for the years ended December 31, 2024 and 2023. For the fiscal years ended December 31, 2024 and 2023, the reports of independent registered accounting firm on the Company's financial statements did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports of Marcum Asia stated that there is substantial doubt about the Company's ability to continue as a going concern. During the periods ended December 31, 2024 and 2023, (i) there were no "disagreements" (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum Asia on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to Marcum Asia's satisfaction, would have caused Marcum Asia to make reference in connection with Marcum Asia's opinion to the subject matter of the disagreement; and (ii) there were no "reportable events" as the term is described in Item 304(a)(1)(v) of Regulation S-K and the related instructions to Item 304 of Regulation S-K. 1 part IV

. Exhibits, Financial Statement Schedules

Item 15 . Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K/A: Page Report of Independent Registered Public Accounting Firm - FundCertify CPA Professional Corporation (PCAOB ID: 7189) F-2

Financial Statements

Financial Statements: Balance Sheets as of December 31, 2024 and 2023 F-3 F-4 F-5 F-6

Notes to Financial Statements

Notes to Financial Statements F-7 (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. 2 EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated May 2, 2022, by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022) 3.1 Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2024. 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022) 4.2 Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022) 4.3 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022) 4.4 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 27, 2022) 4.5 Rights Agreement, dated May 2, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2022) 4.6 Warrant Agreement, dated May 2, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4

Form 10-K/A Summary

Item 16. Form 10-K/A Summary Not Applicable. 4

SIGNATURES

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 24, 2025 By: /s/ Yip Tsz Yan Name: Yip Tsz Yan Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yip Tsz Yan, as her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K/A, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 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. Signature Title Date /s/ Tip Tsz Yan Chief Executive Officer, Chief Financial Officer and Chairman October 24, 2025 Yip Tsz Yan (Principal Executive Officer and Principal Accounting and Financial Officer) /s/ Tsang Wing Sze October 24, 2025 Tsang Wing Sze Director /s/ Luk Sui Cheung Peter Luk Sui Cheung Peter Director October 24, 2025 /s/ Minjie Mao Minjie Mao Director October 24, 2025 5 A SPAC II

Financial Statements

Financial Statements: Balance Sheets as of December 31, 2024 and 2023 F-3 F-4 F-5 F-6

Notes to Financial Statements

Notes to Financial Statements F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of A SPAC II Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheets of A SPAC II Acquisition Corp. (the "Company") as of December 31, 2024 and 2023, the related statements of operations, changes in shareholders ' deficit and cash flows for each of the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses on or before August 5, 2027 (unless further extended). There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to August 5, 2027 (unless further extended), if at all. The Company also has no approved plan in place to extend the business combination deadline beyond August 5, 2027 and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later dat

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 Note 1 – Description of Organization and Business Operation A SPAC II Acquisition Corp. (the "Company") was incorporated in the British Virgin Islands on June 28, 2021 ("Inception"). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). The Company is not limited to a particular industry or

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