A SPAC II Acquisition Corp.

What they do

The company is a blank check company incorporated in the British Virgin Islands for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. It has not yet selected any specific Business Combination target. It intends to pursue targets in high-growth 'New Economy Sectors' such as Proptech and Fintech, with a preference for companies promoting ESG principles, globally with a focus on North America, Europe and Asia. The Sponsor has significant ties to China and all officers and directors are located in China.

Revenue drivers

• Trust account interest income — The company generates income from funds held in its trust account from the IPO and private placement, which is the only identified source of income described in the filings.
• No operating business — The company has no operating revenue; it has not completed an initial business combination and has not selected a target.

Recent performance

Annual net income fell from $5.4M in 2023 to $155,060 in 2024 and turned to a net loss of $224,482 in 2025. Operating cash flow has been negative each year, including -$363,076 in 2025. As of June 30, 2026, total assets were $617,464, total liabilities were $7.9M, shareholder equity was -$7.8M, and cash and equivalents were $68,917. As of December 31, 2025, the company had $135 in cash outside the Trust Account and a working capital deficit of $645,353. The independent registered public accounting firm's report includes an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.

Strategy

The company's stated priority is to complete an initial business combination using cash from the IPO and private placement, proceeds from the sale of securities in connection with the combination, shares, debt or a combination. It has received non-interest bearing loans from the Sponsor: up to $160,000 in December 2024, up to $152,000 in July 2025, and up to $500,000 in October 2025, convertible into warrants at $1.00 per warrant at the Sponsor's option, with $410,048 outstanding as of June 30, 2026. The board underwent a majority change effective July 28, 2025, with Yip Tsz Yan appointed as Chief Executive Officer, Chief Financial Officer and Chairman. The company must complete a business combination by August 5, 2027, or its board would commence voluntary liquidation and formal dissolution.

Risks

• Going concern — The auditor's report expresses substantial doubt about the company's ability to continue as a going concern, citing a working capital deficit and significant professional costs.
• No business combination — The company has not selected a target and must complete a business combination by August 5, 2027, or liquidate.
• Delisting and OTC trading — Trading in the company's securities was suspended on Nasdaq on September 24, 2024, and the securities are now quoted on the Over-the-Counter market.
• China regulatory risk — The company has significant ties to China and may be subject to PRC laws including CSRC filing requirements under rules effective March 31, 2023, with uncertain application.

Outlook

Management states it expects to continue to incur significant costs in the pursuit of its acquisition plans and cannot assure that its plans to complete a Business Combination will be successful. If the company is unable to complete a business combination by August 5, 2027, the board would proceed to commence voluntary liquidation and formal dissolution. Management's plans to address any need for additional capital are discussed in the MD&A.