A SPAC II Acquisition Corp.

Overview

• Type: Blank check company (SPAC) incorporated in the British Virgin Islands as a BVI business company
• Purpose: To effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

Business focus

• Targets high-growth industries that apply cutting-edge technologies (the "New Economy Sectors")
• Preference for companies that promote environmental, social and governance (ESG) principles
• Intends to pursue targets globally, with particular focus on North America, Europe and Asia

Target industries and ESG

• Focus on high-growth sectors that utilize advanced technologies; examples include Proptech and Fintech
• Preference for targets that align with ESG principles

Geographic focus

• No geographic restriction on the target search
• Primary emphasis on targets in North America, Europe, and Asia
• Sponsor and management have strong ties to China, which may have implications for non-China-based targets

Corporate structure and sponsor

• Sponsor: A SPAC II (Holdings) Corp., a British Virgin Islands company
• Management and officers located in China
• Risk: Strong ties to China may reduce attractiveness to some non-China-based acquisition targets

PRC regulatory environment and risks

• PRC laws and regulations can change quickly and may affect the search for a target, post-combination operations, and the ability to list on overseas exchanges
• New Administrative Rules Regarding Overseas Listings (CSRC) — filing requirements for PRC domestic companies seeking overseas listings (effective March 31, 2023)
• Confidentiality and Archives Administration Provisions — governance concerning disclosure of state secrets and government documents; may require approvals for overseas disclosures
• These regulatory changes may affect timing and ability to complete a business combination and list on U.S. or other exchanges

Financing and capitalization (historical)

• IPO (May 5, 2022)
  • Units sold: 20,000,000
  • Price: $10.00 per Unit
  • Gross proceeds: $200,000,000
• Private Placement (simultaneous with IPO)
  • Private Warrants: 8,966,000
  • Price per warrant: $1.00
  • Proceeds: $8,966,000
• Trust Account: $203,500,000 deposited from IPO and private placement for the benefit of public shareholders

Extensions and charter amendments (timeline and mechanics)

• 2023 Extraordinary General Meeting (EGM): extended deadline to August 5, 2024 (27 months from IPO)
  • Redeemed Class A shares: 18,003,605
• 2024 EGM: extended deadline to August 5, 2025
  • Redeemed Class A shares: 1,608,417
  • Resulting extension: up to 39 months from IPO (until August 5, 2025)
• 2025 EGM: extended deadline to August 5, 2027 (additional 24 months)
  • Redeemed Class A shares: 344,384
• Fourth Amended Charter (effective July 23, 2024): extends the period to complete a business combination up to 63 months from IPO (until August 5, 2027)
• Target Amendment (2025 EGM): authorizes potential initial business combination with China-based entities (including Hong Kong and Macau)

Target amendment implications

• The Target Amendment enables pursuit of an initial business combination with entities whose principal business operations are in China (including Hong Kong and Macau)
• This introduces additional legal and operational risks after a business combination

Current status

• Positions itself as a global SPAC seeking a high-growth, tech-enabled business with ESG alignment
• Maintains a substantial trust fund from its IPO and private placement
• Has extended its deadline to complete a business combination multiple times and expanded potential target scope to include China-based entities
• Faces regulatory and political risk due to management and sponsor ties to China and evolving PRC overseas listing rules