Ka Wo Chan
About Ka Wo Chan
Ka Wo Chan (age 42) has served on the Board of A SPAC II Acquisition Corp. since May 2022, bringing over a decade of capital markets and entrepreneurial experience spanning precious metals trading, wine distribution, and equine breeding. He earned a bachelor’s degree from the University of Management & Technology in 2017 and remains on the Board through the July 2025 leadership transition, when control of the Sponsor shifted and four directors resigned; Mr. Chan was the sole incumbent director to stay on the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Leader Precious Metals Ltd | Chairman | Not disclosed | Led expansion across Australia and APAC; retail/institutional precious metals services |
| House of Connoisseur Ltd (Hong Kong) | Founder, Chairman & CEO | 2016–present | Built recognized local wine brand; premium import/wholesale/retail strategy |
| Sweetbriar Equine Ltd | Founder & Chairman | 2017–present | Thoroughbred breeding and nurturing focus |
| Community Chest 2020/2021 Flag Day Organizing Committee | Co-chairman | 2020–2021 | Philanthropy coordination |
| Chinese People’s Political Consultative Conference (12th Hubei Province Committee) | Member | Not disclosed | Advisory/public affairs |
| China Overseas Friendship Association | Fifth council member | Not disclosed | Overseas friendship initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Best Leader Precious Metals Ltd | Chairman | Not disclosed | Retail, institutions, wealth management across Asia |
| House of Connoisseur Ltd | Founder, Chairman & CEO | 2016–present | Premium wine brand in Hong Kong |
| Sweetbriar Equine Ltd | Founder & Chairman | 2017–present | Thoroughbred equine operations |
Board Governance
- Committee assignments: Mr. Chan was not on Audit, Nominating, or Compensation committees pre–July 2025 (Audit: MacLean, Biniak, Cummins; Nominating: MacLean, Biniak, Cummins; Compensation: MacLean, Biniak, Cummins) . Post–July 2025, committees comprise Tsang Wing Sze, Luk Sui Cheung Peter, and Minjie Mao; Mr. Chan is not listed on any committee .
- Independence: Company disclosures designate MacLean, Biniak, and Cummins as independent directors; Mr. Chan is not labeled independent and has Sponsor affiliation, indicating non-independent status .
- Attendance/engagement: The Board held no formal meetings in FY 2024 and acted via unanimous written resolutions; annual meeting was not held in FY 2024 .
- Lead roles: Prior to July 2025, the Board had an independent non-executive chairman (MacLean) . Post–July 2025, the incoming CEO/CFO (Yip Tsz Yan) also chairs the Board, consolidating roles .
Committee Memberships (Mr. Chan)
| Committee | Pre–Jul 2025 Membership | Post–Jul 2025 Membership |
|---|---|---|
| Audit | No | No |
| Nominating | No | No |
| Compensation | No | No |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | No director/officer cash compensation paid pre–business combination |
| Committee fees | $0 | No committee compensation disclosed |
| Meeting fees | $0 | Board acted by written consent; no meeting fees disclosed |
| Equity grants | $0 | No director equity grants disclosed |
| Expense reimbursement | Bona fide out-of-pocket only | Sponsor/affiliates may be reimbursed; amounts reviewed by audit committee |
Performance Compensation
| Metric | Target | Actual | Vesting | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | Company states no compensation plans or performance-based pay pre–business combination |
Other Directorships & Interlocks
| Entity | Type | Role/Interlock | Notes |
|---|---|---|---|
| A SPAC II (Holdings) Corp. (Sponsor) | SPAC sponsor | Historical membership/affiliation | Sponsor held ~87.9% voting control; Mr. Chan was identified as a Sponsor controller pre–Mar 2025, creating interlock with Board . Post–Jul 2025, Sponsor control transferred to Yip Tsz Yan . |
| Best Leader Precious Metals Ltd | Private | Chairman | Precious metals trading |
| House of Connoisseur Ltd | Private | Founder, Chairman & CEO | Wine import/distribution |
| Sweetbriar Equine Ltd | Private | Founder & Chairman | Equine breeding |
Expertise & Qualifications
- Capital markets and entrepreneurship in precious metals trading and consumer luxury goods .
- Retail and wholesale distribution leadership (wine industry) .
- Founder-level operational experience and brand building .
- Public affairs roles and philanthropy engagement .
- Education: Bachelor’s degree (University of Management & Technology, 2017) .
Equity Ownership
| Metric | As of Mar 24, 2025 | As of Jul 15, 2025 |
|---|---|---|
| Shares beneficially owned (total) | 5,000,000 via Sponsor | 0 (not listed with beneficial holdings) |
| Ownership % of outstanding | 87.9% (through Sponsor group) | — (Sponsor controlled by Yip; Mr. Chan not listed as owner) |
| Ownership structure | Sponsor (A SPAC II (Holdings) Corp.) controlled by Anson Chan & Ka Wo Chan | Sponsor controlled by Yip Tsz Yan; Mr. Chan remains director |
Governance Assessment
- Independence risk and conflict: Mr. Chan’s historical control/membership in the Sponsor created a material conflict of interest when voting, as he had fiduciary obligations to both ASCB and the Sponsor . The Sponsor’s Founder Shares and Private Placement Warrants would be worthless if no business combination occurs, incentivizing completion on potentially unfavorable terms to public shareholders .
- Concentrated control: Pre–July 2025, the Sponsor held ~87.9% voting power, giving insiders outsized influence on extensions and amendments; public holders had redemption rights but limited influence .
- Board process/engagement: No formal Board meetings in FY 2024 and actions via unanimous written resolutions may indicate limited deliberative process; annual meeting not held .
- Post–July 2025 role consolidation: CEO, CFO, and Chair roles unified under Yip Tsz Yan, reducing checks-and-balances; Mr. Chan remains a non-committee director under a committee slate composed entirely of newly appointed directors .
- Related-party exposure: Repeated Sponsor loans (Dec 2024 note; July 2025 note) convertible into warrants introduce ongoing related-party financing and potential dilution; amounts outstanding were $157,838 (2024 Note) and ~$16,700 (2025 Note as of filing) . Founder Shares/Private Warrants carry lock-ups and forfeiture/worthless outcomes absent a deal, reinforcing Sponsor-aligned incentives .
RED FLAGS
- Sponsor-aligned fiduciary conflict for Mr. Chan (explicitly acknowledged by the company) .
- Sponsor’s economic incentives (Founder Shares and Private Placement Warrants) can be realized even when public investors suffer losses, misaligning payoffs .
- Board had no formal meetings in FY 2024; limited transparency on director engagement .
- Post–July 2025 consolidation of CEO/CFO/Chair roles elevates governance risk .
- Ongoing related-party financing convertible into warrants (potential dilution and conflict) .
Related Notes on Corporate Actions Impacting Governance Context
- Extension Amendment and China-based target allowance sought in July 2025, with Sponsor indicating no plan to contribute funds to Trust for extension; public redemptions reduce Trust to ~$4.6M and heighten Sponsor percentage ownership .
- Beneficial ownership and control of Sponsor transitioned to Yip Tsz Yan in July 2025; Mr. Chan remains on Board but ceases to be listed as a beneficial owner in 14F-1 table .
Overall, Mr. Chan’s governance profile reflects significant historical Sponsor affiliation (non-independent), absence from key committees, and an environment of concentrated insider control and related-party financing. Investors should monitor committee independence, Board process rigor, and any transactions implicating Sponsor incentives and shareholder dilution .