Winmark SEC Filings

A SPAC II Acquisition Corp. ("ASCB") has issued a Definitive Proxy Statement ahead of an Extraordinary General Meeting ("EGM") scheduled for 10:00 a.m. ET on 30 July 2025 at Loeb & Loeb LLP in New York and via live webcast. Shareholders will vote on three proposals:

• Extension Amendment Proposal – amend the Memorandum and Articles of Association to extend the deadline to complete a business combination by 24 months, from 5 Aug 2025 to 5 Aug 2027. The extension is necessary because the Board believes there will be insufficient time to close a transaction before the current termination date.
• Target Amendment Proposal – permit ASCB to consummate an initial business combination with an entity whose principal operations are in China, Hong Kong or Macau, a jurisdiction currently prohibited by the IPO prospectus.
• Adjournment Proposal – allow adjournment of the EGM if there are not enough votes to pass either of the first two proposals.

The SPAC currently has approximately $4.6 million of marketable securities in its Trust Account ($11.81 per public share) as of 11 July 2025. The public share closing price on the OTC the same day was $11.49. Holders of Class A ordinary shares sold in the IPO ("Public Shares") may elect to redeem, regardless of their vote, for cash equal to their pro-rata share of the Trust Account—estimated at $11.81—by delivering shares to Continental Stock Transfer & Trust by 5:00 p.m. ET on 28 July 2025.

Capital structure and control: The Sponsor, A SPAC II (Holdings) Corp., owns 5 million Founder Shares (87.9 % of outstanding shares) and 8.966 million private-placement warrants. Founder Shares were acquired for $25,000 and will become worthless if no combination closes by the deadline. The Sponsor does not intend to deposit additional funds into the Trust Account to obtain the extension.

Voting thresholds: Each of the Extension and Target Amendments requires a simple majority of votes cast by all Ordinary Shares voting together. The Adjournment Proposal also needs a simple majority but is considered routine for broker voting, whereas the first two proposals are non-routine.

Investor implications: Approval gives management two more years and geographic flexibility, potentially widening the pool of acquisition candidates. Failure means liquidation of the Trust Account after 5 Aug 2025, redemption of Public Shares at the then trust value, and expiration of warrants and rights. High redemptions could significantly deplete the Trust Account, impairing the post-combination capital base. The Sponsor’s dominant voting position and lack of additional capital commitment may create misalignment with public investors.

Shareholders are urged to review Annex A (full amended Charter) and the risk factors—particularly those concerning PRC regulatory and operational uncertainties—before voting or electing redemption.

Winmark Corporation (Nasdaq: WINA) has filed a Form 8-K dated July 15, 2025. The filing discloses two primary matters:

• Item 2.02 / 7.01 – Q2 2025 Results: The company issued a press release (Exhibit 99.1) announcing its operating results and financial condition for the quarter ended June 28, 2025. Specific revenue or earnings figures are not included in the filing; investors must refer to the attached press release for details.
• Item 8.01 – Dividend Declaration: Winmark’s Board approved a regular quarterly cash dividend of $0.96 per share, payable on September 2, 2025 to shareholders of record at the close of business on August 13, 2025. Future dividends remain subject to Board approval (Exhibit 99.2).

No other material transactions, leadership changes, or financial statements are presented within the body of the 8-K. Investors should examine Exhibits 99.1 and 99.2 for the complete earnings release and dividend announcement.