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August 8, 2023
Serena Shie
Chief Executive Officer
A SPAC II Acquisition Corp.
289 Beach Road #03-01
Singapore 199552
Re:A SPAC II Acquisition Corp.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 13, 2023
File No. 001-41372
Dear Serena Shie:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Business, page 1
1.Please address specifically any PRC regulations concerning mergers and acquisitions by
foreign investors that your initial business combination transaction may be subject to,
including PRC regulatory reviews, which may impact your ability to complete a business
combination in the prescribed time period.  Also address any impact PRC law or
regulation may have on the cash flows associated with the business combination,
including shareholder redemption rights.
2.Please revise to disclose in the introduction to your Business section that your sponsor and
a majority of your executive officers and/or directors having significant ties to China may
make you a less attractive partner to a non China-based target company, which may
therefore limit the pool of acquisition candidates.
3.Please include a separate section on enforcement of liabilities addressing the enforcement

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 Comapany NameA SPAC II Acquisition Corp.
 August 8, 2023 Page 2
 FirstName LastNameSerena Shie
A SPAC II Acquisition Corp.
August 8, 2023
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risks related to civil liabilities due to your sponsor and some of your officers and directors
being located in China or Hong Kong.  For example, revise to discuss more specifically
the limitations on investors being able to effect service of process and enforce civil
liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Also,
please disclose these risks in the business section, which should contain disclosures
consistent with the separate section.  Additionally, please identify each officer and
director located in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and enforce judgments on those individuals.
Summary of Risk Factors, page 6
4.In your summary of risk factors, disclose the risks that the majority of your directors and
officers being based in or having significant ties to China poses to investors.  In particular,
describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in this filing.  For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your search for a target company or completion of your initial business
combination at any time, which could result in a material change in your operations.
5.Disclose each permission or approval that you or your officers and directors are required
to obtain from Chinese authorities to search for a target company.  State whether your
directors and officers are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied.  Please also describe the consequences to you and your investors if your officers
and directors (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Risk Factors, page 7
6.Given the Chinese government’s significant oversight and discretion over the conduct of
your directors’ and officers’ search for a target company, please revise to highlight
separately the risk that the Chinese government may intervene or influence your
operations at any time, which could result in a material change in your search.
7.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to explain how this
oversight impacts your officers and directors and to what extent you believe that you are
compliant with the regulations or policies that have been issued by the CAC to date.

 FirstName LastNameSerena Shie
 Comapany NameA SPAC II Acquisition Corp.
 August 8, 2023 Page 3
 FirstName LastName
Serena Shie
A SPAC II Acquisition Corp.
August 8, 2023
Page 3

Financial Statements
Note 7 - Shareholders' Equity, page F-15
8.We note that you account for the Public and Private Placement Warrants as equity.  Please
provide us with your analysis under ASC 815-40 to support your accounting treatment for
the warrants.  As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joanna Lam at 202-551-3476 or Shannon Buskirk at 202-551-3717 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation