SCII

Business Context and Reporting Period

Company: SC II Acquisition Corp. (SCII)

Filing Type: Form 10-K (Annual Report)

Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 30, 2025)

Business Overview: SCII is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC). It has no operating history and generated no operating revenues. Its sole purpose is to effect a Business Combination with one or more target businesses. The Company completed its Initial Public Offering (IPO) on November 28, 2025, and is currently searching for a target.

Key Financial Metrics

Material Changes and Capital Structure

• IPO Completion: On November 28, 2025, the Company consummated an IPO of 17,250,000 Public Units (including full exercise of the over-allotment option) at $10.00 per unit, generating gross proceeds of $172,500,000.
• Private Placement: Simultaneously, the Sponsor purchased 255,000 Private Placement Units for $2,550,000.
• Trust Account Funding: $172,500,000 was deposited into the Trust Account. As of December 31, 2025, the balance grew to $172,778,783 due to interest income.
• Share Structure:
  • Class A Ordinary Shares: 17,250,000 Public Shares (subject to redemption) and 255,000 Private Placement Shares.
  • Class B Ordinary Shares (Founder Shares): 7,392,857 shares held by the Sponsor. These convert to Class A on a one-for-one basis (subject to anti-dilution adjustments) upon Business Combination.
• Debt: The Company has an outstanding IPO Promissory Note of $184,357 due to the Sponsor. No Working Capital Loans were outstanding as of December 31, 2025.

Outlook, Risks, and Management Commentary

• Combination Deadline: The Company must complete an initial Business Combination by May 25, 2027 (18 months from IPO). The Sponsor may extend this period twice by three months each (up to 24 months total) without shareholder approval, or further with shareholder approval.
• Liquidity: The Company has sufficient working capital ($1.27 million outside the Trust) to operate for at least one year. Additional funds may be raised via Working Capital Loans (up to $1.5 million convertible) or equity/debt financing in connection with a Business Combination.
• Redemption Rights: Public shareholders have the right to redeem their shares for a pro rata portion of the Trust Account (approx. $10.02/share) upon the completion of a Business Combination or if the Company liquidates.
• Risk Factors:
  • Geopolitical Instability: Conflicts in Ukraine, the Middle East, and between the US, Israel, and Iran may disrupt capital markets and target operations.
  • Competition: Intense competition for attractive targets from other SPACs and private equity firms.
  • Lack of Operating History: Investors have no operating history to evaluate the Company's ability to achieve its business objective.
  • Dilution: Public shareholders may face significant dilution from Founder Shares, Private Placement Units, and potential future issuances.

Investor Verification Checklist

• Trust Account Integrity: Verify the $172.78 million balance in the Trust Account and confirm the Sponsor's indemnification obligations regarding third-party claims against these funds.
• Extension Mechanics: Review the specific terms for extending the Combination Period beyond May 25, 2027, and the associated redemption rights for shareholders.
• Founder Share Dilution: Analyze the anti-dilution provisions of the 7.39 million Class B Founder Shares and their potential impact on post-combination ownership.
• Related Party Transactions: Monitor the $14,000/month administrative fee paid to the Sponsor's affiliate and the status of the $184,357 IPO Promissory Note.
• Target Selection Criteria: Assess the Company's stated focus on mid-stage growth or mature assets generating positive cash flow against the current market environment.