ASCBF 10-Q

ASPAC II Acquisition Corp. (ASCBF)

10-Q 2022-11-14 For: 2022-09-30

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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 included as part of the units	ASCB	The Nasdaq Global Market
Redeemable warrants included as part of the units	ASCBW	The Nasdaq Global Market
Rights 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 September 30, 2022 and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the period from June 28, 2021 (inception) through September 30, 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2022 and for the period from June 28, 2021 (inception) through September 30, 2021	3

	Unaudited Condensed Statements of Cash Flows for the three and nine months ended September 30, 2022 and for the period from June 28, 2021 (inception) through September 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5-16

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

	September 30,			December 31,
	2022			2021
	(Unaudited)
Assets
Current assets:
Cash	$	1,115,553		$	—
Deferred offering costs		—			101,932
Prepaid expenses		168,848			38,183
Total current assets		1,284,401			140,115

Investments held in Trust Account		204,635,440			—
Total Assets	$	205,919,841		$	140,115

Liabilities, Shares Subject to Redemption and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	22,727		$	—
Promissory note – related party		—			117,875
Total current liabilities		22,727			117,875

Deferred underwriting fee payable		7,000,000			—
Total Liabilities		7,022,727			117,875

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, no par value; 20,000,000 shares at redemption value of $10.232 per share		204,635,440			—

Shareholders’ Equity (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 as of September 30, 2022 (excluding 20,000,000 shares subject to possible redemption) and none issued and outstanding as of December 31, 2021		—			—

Class B ordinary shares, no par value; 50,000,000 shares authorized; 5,000,000 shares and 5,318,750 share issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		—			—
Additional paid-in capital		—			25,000
Accumulated deficit		(5,738,326	)		(2,760	)
Total Shareholders’ Equity (Deficit)		(5,738,326	)		22,240
Total Liabilities, Shares Subject to Redemption, and Shareholders’ Equity (Deficit)	$	205,919,841		$	140,115

	Three months ended September 30, 2022			Nine months ended September 30, 2022			For the period June 28, 2021 (inception) through September 30, 2021

General and administrative expenses	$	122,172		$	282,951		$	2,760
Loss from Operations		(122,172	)		(282,951	)		(2,760	)
Other income:
Interest income		921,823			1,139,453			—
Income (loss) before income taxes		799,651			856,502			(2,760	)
Income taxes provision		—			—			—
Net income (loss)	$	799,651		$	856,502		$	(2,760	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		20,000,000			10,882,353			—
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.37			1.04		$	(0.00	)
Basic and diluted weighted average shares outstanding, Class B ordinary shares attributable to A SPAC II Acquisition Corp.		5,300,000			5,439,729			5,318,750
Basic and diluted net loss per share, Class B ordinary shares attributable to A SPAC II Acquisition Corp.	$	(1.25	)		(1.93	)	$	(0.00	)

	Ordinary Shares										Additional						Total Shareholders’
	Class A					Class B					paid-in			Accumulated			equity
	Shares			Amount		Shares			Amount		capital			deficit			(Deficit)
Balance – December 31, 2021		—		$	—		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

Sale of public units in initial public offering		20,000,000			—		—			—		200,000,000			—			200,000,000

Sale of private placement warrants		—			—		—			—		8,966,000			—			8,966,000

Issuance of Representative shares		300,000			—		—			—		—			—			—

Forfeiture of Founder Shares		—					(318,750	)		—		—			—			—

Over-allotment liability		—					—			—		(67,450	)		67,450			—

Underwriter commissions		—			—		—			—		(10,380,000	)		—			(10,380,000	)

Offering costs		—			—		—			—		(567,629	)		—			(567,629	)

Initial measurement of Class A ordinary shares subject to possible redemption		(20,000,000	)		—		—			—		(184,432,550	)		—			(184,432,550	)

Allocation of offering costs to common stock subject to redemption		—			—		—			—		12,109,128			—			12,109,128

Remeasurement of Class A ordinary shares to redemption value		—			—		—			—		(25,652,499	)		(5,741,355	)		(31,393,853	)

Net income		—			—		—			—		—			56,871			56,871
Balance – June 30, 2022		300,000		$	—		5,000,000		$	—	$	—		$	(5,619,813	)	$	(5,619,813	)
Remeasurement of Class A ordinary shares to redemption value		—			—		—			—		—			(918,164	)		(918,164	)
Net income		—			—		—			—		—			799,651			799,651
Balance – September 30, 2022		300,000		$	—		5,000,000		$	—	$	—		$	(5,738,326	)	$	(5,738,326	)

	Ordinary Shares								Additional					Total
	Class A				Class B				paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		capital		deficit			equity
Balance – June 28, 2021(inception)		—	$	—		—	$	—	$	—	$	—		$	—

Issuance of Class B ordinary shares to Sponsor		—		—		5,318,750		—		25,000		—			25,000

Net loss		—		—		—		—		—		(2,760	)		(2,760	)
Balance – June 30, 2021		—	$	—		5,318,750	$	—	$	25,000	$	(2,760	)	$	22,240
Net loss		—		—		—		—		—		—			—
Balance – September 30, 2021		—	$	—		5,318,750		—	$	25,000	$	(2,760	)	$	22,240

Cash flows from operating activities:	Nine Months Ended September 30, 2022			For the period from June 28, 2021 (inception) through September 30, 2021
Net income (loss)	$	856,502		$	(2,760	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned in trust account		(1,135,440	)		—
Change in operating assets and liabilities:
Prepaid expenses and other assets		(130,664	)		—
General and administrative expenses paid by related party		—			2,760
Accounts payable and accrued expenses		22,727			—
Net cash used in operating activities		(386,875	)		—

Cash Flows from Investing Activities:
Purchase of investment held in trust account		(203,500,000	)		—
Net cash used in investing activities		(203,500,000	)

Cash Flows from Financing Activities:
Proceeds from sale of public units through public offering		200,000,000			—
Proceeds from sale of private placement warrants		8,966,000
Payment of underwriters’ commissions		(3,380,000	)		—
Payment of offering costs		(465,697	)
Payment of promissory note - related party		(117,875	)		—
Net cash provided by financing activities		205,002,428			—

Net change in cash		1,115,553			—

Cash, beginning of the period		—			—
Cash, end of the period	$	1,115,553		$	—
Supplemental Disclosure of Cash Flow Information:
Deferred underwriting commission	$	7,000,000		$	—
Initial measurement of ordinary shares subject to possible redemption	$	184,432,550		$	—
Remeasurement of carrying value to redemption value	$	32,312,017		$	—

													For the Period from
													June 28, 2021
													(Inception) through
	Three Months Ended						Nine Months Ended						September 30,
	September 30, 2022						September 30, 2022						2021
	Redeemable shares			Non- redeemable shares			Redeemable shares			Non- redeemable shares			Redeemable shares		Non- redeemable shares
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss	$	(24,910,961	)	$	(6,601,405	)	$	(20,972,203	)	$	(10,483,312	)	$	—	$	(2,760	)
Accretion of ordinary shares subject to possible redemption to redemption value		32,312,017			—			32,312,017			—			—		—
Allocation of net income (loss)		7,401,056			(6,601,405	)		11,339,814			(10,483,312	)		—		(2,760	)

Denominator:
Basic and diluted weighted average shares outstanding		20,000,000			5,300,000			10,882,353			5,439,729			—		5,318,750
Basic and diluted net loss per ordinary share	$	0.37		$	(1.25	)	$	1.04		$	(1.93	)	$	—	$	(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		32,312,017
Class A Ordinary shares subject to possible redemption	$	204,635,440

	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: November 10, 2022	A SPAC II ACQUISITION CORP.

	By:	/s/ Claudius Tsang
	Name:	Claudius Tsang
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer)