Yip Tsz Yan
About Yip Tsz Yan
Yip Tsz Yan, 32, was appointed Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of A SPAC II Acquisition Corp. (ASCBF) effective July 28, 2025, following a change in control of the SPAC’s sponsor; she executed indemnity agreements upon appointment . Her background spans family office asset management (Assistant Vice President, Topaz Family Office since Oct-2024), construction project management (Project Manager, Wang Fung Engineering since 2023), and China real estate development (General Manager, Zhuhai Shi Hao Ye Group since 2015). She holds an Associate Degree in Nursing from The Chinese University of Hong Kong (2014) . ASCBF is a SPAC seeking a business combination; traditional operating performance (TSR, revenue/EBITDA growth) isn’t applicable pre-combination. As of July 11, 2025 the trust account held $4.6M ($11.81 per share redemption value), framing the capital base during her transition .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Topaz Family Office Limited | Assistant Vice President | Oct-2024 – present | Manages family assets including property portfolios and wealth management solutions . |
| Wang Fung Engineering Company | Project Manager | 2023 – present | Oversees property reconstruction projects in Hong Kong . |
| Zhuhai Shi Hao Ye Group Co., Ltd. | General Manager | 2015 – present | Business development and project management for China real estate and construction engineering . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| A SPAC II (Holdings) Corp. (Sponsor) | Controlling person/Director | 2025 – present | Acquired 60.5% of sponsor on Jul-7-2025; sponsor “controlled by Ms. Yip Tsz Yan” and beneficially owns 4.9M Class A and 100k Class B in ASCBF . |
| A SPAC II (Holdings) Corp. (Sponsor) | Signatory on financing | Jul-2025 | Signed as Director on a $152,000 sponsor note to ASCBF, convertible to warrants . |
Fixed Compensation
- Pre-business combination, ASCBF does not pay officers and directors cash compensation; there are no employment agreements, no long-term compensation or stock option plans, and no severance/termination benefits .
- Reimbursement of bona fide out-of-pocket expenses is allowed; Company may pay a customary financial consulting fee to an affiliate of the Buyer (Ms. Yip) for specific expertise, subject to audit committee review; no trust funds used pre-combination .
Performance Compensation
- Not applicable pre-business combination: no bonus plans, equity programs (RSUs/PSUs), option awards, performance metrics, or clawbacks disclosed. The compensation committee did not meet in 2024 and has not engaged a compensation consultant; any plan design would occur around/after a de-SPAC, under independent director oversight .
Equity Ownership & Alignment
| Holder | Security | Amount | % Outstanding | Notes |
|---|---|---|---|---|
| A SPAC II (Holdings) Corp. (controlled by Yip Tsz Yan) | Class A Ordinary Shares | 4,900,000 | 87.7% | Beneficial owner; sponsor controlled by Ms. Yip . |
| A SPAC II (Holdings) Corp. (controlled by Yip Tsz Yan) | Class B Ordinary Shares | 100,000 | 100.0% of Class B | Beneficial owner . |
| Aggregate voting control (via sponsor) | All ordinary shares | — | 87.9% | Based on 5,687,978 total ordinary shares outstanding . |
- Founder share lock-up: Sponsor “founder shares” (including the 4.9M Class A issued in exchange for Class B) are restricted from transfer until the earlier of six months after the business combination or when the share price equals/exceeds $12.00 for 20 of 30 trading days post-combination, or upon a qualifying change of control .
- Pledging/hedging: No disclosure of any pledging or hedging of sponsor or personal shares .
- Options/warrants: Sponsor holds 8,966,000 private warrants (which become worthless if no combination) and can receive additional warrants via note conversion; see Related Party Transactions below .
Employment Terms
| Term | Details |
|---|---|
| Appointment | CEO, CFO, Chairman effective July 28, 2025 . |
| Indemnification | Indemnity agreement executed July 28, 2025, on terms consistent with S-1 exhibit . |
| Employment agreement | None; no severance, no change-in-control benefits disclosed . |
| Non-compete / Non-solicit / Garden leave | Not disclosed . |
| Consulting post-combination | Possible management/consulting compensation post-de-SPAC, determined by independent directors . |
Board Governance
- Structure and independence: Yip serves as CEO, CFO, and Chairman. Independent directors (as defined by Nasdaq standards) are Tsang Wing Sze, Luk Sui Cheung Peter, and Minjie Mao; OTC markets do not mandate independence, but ASCBF has constituted audit, nominating, and compensation committees with independent members .
- Committees:
- Audit: Members Tsang, Luk, Mao; Chair: Minjie Mao; Mao is designated “audit committee financial expert” .
- Nominating: Members Tsang, Luk, Mao; Chair: Luk .
- Compensation: Members Tsang, Luk, Mao; Chair: Luk .
- Board activity: In FY2024 the prior board acted by unanimous written consent and did not hold meetings; new board was seated in July 2025 following the sponsor change .
- Independence/dual-role implications: Combination of Chair + CEO + CFO centralizes control and may reduce board independence in practice; sponsor control (~87.9%) intensifies potential conflicts addressed in Company risk disclosures (e.g., positive sponsor returns even if public shareholders lose money) .
Director Compensation
- Pre-business combination: Directors receive no cash compensation or equity, and no meeting/committee fees; no director equity program disclosed .
- Ownership guidelines: Not disclosed .
Related Party Transactions (governance red flags and alignment context)
| Item | Terms | Status/Amount | Notes |
|---|---|---|---|
| Founder Shares (sponsor) | Acquired for $25,000; 5,000,000 founder shares (now 4.9M Class A + 100k Class B) subject to lock-up | $25,000 cost; market-value sensitive | Sponsor’s low basis underpins misalignment risk if de-SPAC underperforms . |
| Private Placement Warrants (sponsor) | 8,966,000 | $8,966,000 cost | Worthless if no business combination by deadline . |
| Promissory Note (2024) | Up to $160,000 to ASCBF; non-interest; convertible to warrants at $1.00 | $157,838 outstanding at 12/31/2024 | From sponsor to Company . |
| Promissory Note (2025) | $152,000 to ASCBF; non-interest; convertible to warrants at $1.00 | Issued Jul-14-2025 | Executed; funds used for expenses/working capital . |
| Working Capital Loans facility | Up to $1,150,000 may be convertible to warrants at $1.00 | None outstanding at 12/31/2024 | Potential dilution if drawn and converted . |
- Redemption economics: If no extension/combo, public shareholders receive trust value (~$11.81 per share on Jul-11-2025), while warrants/rights expire worthless; sponsor’s founder shares and private warrants go to zero—driving strong sponsor incentive to complete any deal .
Compensation Structure Analysis
- Pre-combination pay-for-performance is not applicable: There is no cash pay, bonus, or equity for executives or directors before a de-SPAC; incentive alignment occurs primarily through sponsor equity/warrants and low-basis founder economics .
- Post-combination risk: Sponsor and insiders can “earn a positive rate of return” even if public shareholders lose money due to nominal founder share cost—highlighted by the Company’s own conflict risk disclosure .
Performance & Track Record
- Executive achievements disclosed are role-based (family office asset management, construction projects, China real estate development); no operating KPIs for ASCBF given its SPAC status .
- Stock/TSR during tenure: Not disclosed; SPAC trades near trust value benchmarks with redemption optionality .
Risk Indicators & Red Flags
- Triple role concentration (CEO/CFO/Chair) and sponsor control (~87.9%) elevate governance and independence risk .
- Related-party financing via convertible sponsor loans increases potential dilution and conflicts, though subject to audit committee review .
- Company disclosures highlight misalignment risk: sponsors can earn positive returns even if public shareholders incur losses post-merger; warrants become worthless without a deal—creating pressure to consummate a transaction .
- Regulatory/geopolitical: If target is China-based, de-SPAC faces PRC regulatory, VIE enforceability, data/cybersecurity, SAFE/FX, antitrust, and HFCAA inspection risks - -.
Equity Ownership & Overhang Considerations
- Sponsor beneficially owns ~87.9%, controlled by Ms. Yip, with founder share lock-up that can expire six months post-de-SPAC or earlier on a sustained $12 price; potential for material selling pressure when lock-up ends .
- Additional dilution sources include 8,966,000 private warrants and any future conversions of sponsor loans into warrants .
Employment & Contracts: Retention and Transitions
- Start date and indemnification are documented; there are no employment, severance, or change-in-control agreements pre-combination, reducing contractual retention frictions but also providing minimal executive protections .
Compensation Committee Analysis
- Committee chartered with independent directors; no consultant engagement; the committee did not meet in 2024 (prior board). Pre-combination, no compensation is expected other than expense reimbursement; post-combination pay will be set by independent directors .
Investment Implications
- Alignment: Ms. Yip’s control of the sponsor—with 4.9M Class A and 100k Class B and 8,966,000 warrants—creates strong incentives to complete a transaction; founder low-basis economics and warrant perishability can bias toward deal completion over deal quality—a classic SPAC governance risk .
- Governance discount probable: Combined CEO/CFO/Chair and sponsor-controlled board raise independence concerns; lock-up expiry post-transaction may introduce selling overhang .
- Dilution/overhang risk: Convertible sponsor notes and large private warrant stack amplify post-merger dilution if exercised/converted .
- Downside floor and liquidity: Trust value (~$11.81/share as of Jul-11-2025) provides redemption protection, but low liquidity and high sponsor control can increase volatility around vote/redemption windows .
Sources: 2025 DEF 14A (Jul-15-2025) ; 8-K (Jul-28-2025) -; SC 14F-1 (Jul-15-2025) - -; 8-K (Jul-15-2025) and Note Exhibit (Jul-14-2025) -; PRE 14A (Jun-27-2025) - -.