United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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(Exact Name of Registrant as Specified in its Charter)
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| receive one-tenth of one Class A ordinary share | ||
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Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) On August 5, 2025, A SPAC II Acquisition Corp. (the “Company”) dismissed Marcum Asia CPAs LLP (“MarcumAsia”) as its independent registered public accountants and engaged FundCertify CPA Professional Corporation(“FundCertify”) as its independent registered public accountants. The dismissal of MarcumAsia and the engagement of FundCertify was approved by the Audit Committee of the Company’s Board of Directors on August 5, 2025.
MarcumAsia’s reports on the consolidated financial statements of the Company for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain any adverse opinion or disclaimer of opinion 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.
During the fiscal years ended December 31, 2023 and December 31, 2024, and through August 5, 2025, there were no disagreements with MarcumAsia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to MarcumAsia satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the fiscal years ended December 31, 2024 and December 31, 2023, and through August 5, 2025, there were no “reportable events” of the type described in Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, we furnished MarcumAsia with a copy of this Form 8-K on August 5, 2025 providing MarcumAsia with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company under this Item 4.01 in response to Item 304(a) of Regulation S-K as the same pertains to MarcumAsia and, if not, stating the respect in which it does not agree. A copy of such letter is filed as Exhibit 16.1 to this Report.
(b) On August 5, 2025, the Company engaged FundCertify as the Company’s new independent registered public accounting firm effective upon the termination of MarcumAsia. The retention of FundCertify was approved by the Audit Committee of the Company’s Board of Directors to 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.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 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). |
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SIGNATURES
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.
Dated: August 5, 2025
| A SPAC II ACQUISITION CORP. | ||
| By: | /s/ Yip Tsz Yan | |
| Name: | Yip Tsz Yan | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
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