ASCBF 10-Q

ASPAC II Acquisition Corp. (ASCBF)

10-Q 2023-05-12 For: 2023-03-31

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Added on April 06, 2026

British Virgin Islands		001-41372		n/a
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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	ASCBU	The Nasdaq Global Market
Class A ordinary shares, no par value, included as part of the units	ASCB	The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, included as part of the units	ASCBW	The Nasdaq Global Market
Rights, each Right to receive one-tenth (1/10) of one Class A ordinary share included as part of the units	ASCBR	The Nasdaq Global Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

Part I - FINANCIAL INFORMATION		1

Item 1.	Unaudited Condensed Financial Statements	1

	Unaudited Condensed Balance Sheets as of March 31, 2023 and December 31, 2022	1

	Unaudited Condensed Statement of Operations for the three months ended March 31, 2023 and 2022	2

	Unaudited Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the three months ended March 31, 2023 and 2022	3

	Unaudited Condensed Statement of Cash Flows for the for the three months ended March 31, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Controls and Procedures	21

Part II - OTHER INFORMATION		22

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

SIGNATURES		24

	March 31, 2023 (Unaudited)			December 31, 2022

Assets
Current assets:
Cash	$	923,665		$	1,063,837
Prepaid expenses		73,079			84,412
Investments held in Trust Account		208,545,770			206,356,227
Total current assets		209,542,514			207,504,476
Total Assets	$	209,542,514		$	207,504,476

Liabilities, Shares Subject to Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued offering expenses	$	57,310		$	21,316
Deferred underwriting fee payable		7,000,000			7,000,000
Total current liabilities		7,057,310			7,021,316
Total Liabilities		7,057,310			7,021,316

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, no par value; 20,000,000 shares at redemption value of $10.427 and $10.318 per share as of March 31, 2023 December 31, 2022, respectively		208,545,770			206,356,227

Shareholders’ Deficit
Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, no par value; 500,000,000 shares authorized; 300,000 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption)		—			—

Class B ordinary shares, no par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding		—			—
Additional paid-in capital		—			—
Accumulated deficit		(6,060,566	)		(5,873,067	)
Total Shareholders’ Deficit		(6,060,566	)		(5,873,067	)
Total Liabilities, Shares Subject to Redemption, and Shareholders’ Deficit	$	209,542,514		$	207,504,476

	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2023			2022

General and administrative expenses	$	197,239		$	20
Loss from operations		(197,239	)		(20	)
Other income:
Interest income		2,199,283			—
Income (loss) before income taxes		2,002,044			(20	)
Income taxes provision		—			—
Net income (loss)	$	2,002,044		$	(20	)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption		20,300,000			—
Basic and diluted net income (loss) per share, ordinary shares subject to possible redemption	$	0.10		$	—
Basic and diluted weighted average shares outstanding, ordinary shares attributable to non-redeemable shares		5,000,000			5,397,708
Basic and diluted net loss per share, ordinary shares attributable to non-redeemable shares	$	(0.01	)	$	(0.00	)

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance – As of January 1, 2023		300,000	$	—		5,000,000	$	—	$	—	$	(5,873,067	)	$	(5,873,067	)

Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(2,189,543	)		(2,189,543	)
Net Income		—		—		—		—		—		2,002,044			2,002,044
Balance – March 31, 2023		300,000	$	—		5,000,000	$	—	$	—	$	(6,060,566	)	$	(6,060,566	)

	Ordinary Shares											Total
	Class A				Class B				Accumulated			shareholders’
	Shares		Amount		Shares ⁽¹⁾		Amount		Deficit			Equity
Balance, As of January 1, 2022		—	$	—		5,318,750	$	25,000	$	(2,760	)	$	22,240
Net loss		—		—		—		—		(20	)		(20	)
Balance - March 31, 2022		—	$	—		5,318,750	$	25,000	$	(2,780	)	$	22,220

	For the Three Months Ended March 31, 2023			For the Three Months Ended March 31, 2022
Cash flows from operating activities:
Net income (loss)	$	2,002,044		$	(20	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned in trust account		(2,189,543	)		—
General and administrative expenses paid by related party					20
Change in operating assets and liabilities:
Prepaid expenses and other assets		11,333			—
Accounts payable and accrued expenses		35,994			—
Net cash used in operating activities		(140,172	)		—

Net change in cash		(140,172	)		—

Cash, beginning of the period		1,063,837			—
Cash, end of the period	$	923,665		$	—
Supplemental Disclosure of Cash Flow Information:
Accretion of carrying value to redemption value	$	2,189,543		$	—

	For the three months ended						For the three months ended
	March 31, 2023						March 31, 2022
	Redeemable shares			Non-redeemable shares			Redeemable shares		Non-redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(150,444	)	$	(37,055	)	$	—	$	(20	)
Accretion of ordinary shares subject to possible redemption to redemption value		2,189,543			—			—		—
Allocation of net income (loss)		2,039,099			(37,055	)		—		(20	)

Denominator:
Basic and diluted weighted average shares outstanding		20,300,000			5,000,000			—		5,716,458
Basic and diluted net loss per ordinary share	$	0.10		$	(0.01	)	$	—	$	(0.00	)

Gross proceeds from IPO	$	200,000,000
Less:
Proceeds allocated to Public Warrants and Public Rights		(15,500,000	)
Proceeds allocate to over-allotment liability		(67,450	)
Class A ordinary shares issuance cost		(12,109,127	)
Plus:
Remeasurement of carrying value to redemption value		34,032,804
Class A Ordinary shares subject to possible redemption - December 31, 2022		206,356,227
Plus:
Remeasurement of carrying value to redemption value - three month ended March 31, 2023		2,189,543
Class A Ordinary shares subject to possible redemption- March 31, 2023	$	208,545,770

	March 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities held in Trust Account	$	208,545,770	$	208,545,770		—		—

	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities held in Trust Account	$	206,356,227	$	206,356,227		—		—

	May 5,
	2022		Level
Equity instrument:
Representative shares	$	2,202,589		3

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d- 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Dated: May 12, 2023	A SPAC II ACQUISITION CORP.

	By:	/s/ Serena Shie
	Name:	Serena Shie
	Title:	Chief Executive Officer
		(Principal Executive Officer)