SCII

SC II Acquisition Corp. 10-Q Summary

Business Context and Reporting Period

Company: SC II Acquisition Corp. (SCII), a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC).

Reporting Period: Quarterly period ended June 30, 2026.

Status: The Company is an early-stage, emerging growth company with no operating revenues. It was incorporated on June 30, 2025, and consummated its Initial Public Offering (IPO) on November 28, 2025. As of the filing date, the Company has not entered into a definitive agreement for a Business Combination.

Deadline: The Company must consummate a Business Combination by May 25, 2027 (18 months from IPO), with the option to extend twice by three months each (total 24 months) without shareholder approval.

Key Financial Metrics

Debt: The IPO Promissory Note of $184,357 was repaid on February 18, 2026. There are no outstanding Working Capital Loans as of June 30, 2026.

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased from $172,778,783 (Dec 31, 2025) to $175,889,009 (June 30, 2026), driven by $3,110,226 in interest income earned on marketable securities during the six-month period.
• Operating Cash Flow: Net cash used in operating activities was $334,404 for the six months ended June 30, 2026, compared to zero for the inception period in 2025. This usage reflects ongoing administrative costs.
• Shareholder Equity: Total Shareholders' Equity decreased from $1,120,493 to $632,422. This reduction is primarily due to the accretion of Class A Ordinary Shares to their redemption value ($1,789,705 in Q1 and $1,320,521 in Q2), which is charged against Additional Paid-in Capital and Retained Earnings.
• Debt Repayment: The Company repaid the full balance of the related-party IPO Promissory Note ($184,357) during the period, reducing financing cash outflows.

Outlook, Risks, and Management Commentary

• Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern for at least one year from the filing date. The Company lacks sufficient liquidity to sustain operations without completing a Business Combination or securing additional financing.
• Liquidity Strategy: The Company relies on funds held outside the Trust Account ($751,003) for working capital. If a Business Combination is not completed, the Company may seek Working Capital Loans from the Sponsor or affiliates, up to $1,500,000, which may be convertible into units.
• Extension Options: The Sponsor may extend the Combination Period by up to six months total (two 3-month extensions) without shareholder approval. Further extensions would require shareholder approval and a deposit of additional funds into the Trust Account.
• Deferred Underwriting Fee: A deferred fee of $2,700,000 is payable to underwriters upon the completion of a Business Combination.
• Risks: Risks include the inability to identify a suitable target, failure to consummate a Business Combination within the deadline, and potential delisting from Nasdaq if the 36-month requirement is not met.

Investor Verification Checklist

• Trust Account Balance: Verify the current per-share redemption value ($10.20) and the total interest earned to date ($3.39M approx).
• Extension Mechanics: Confirm the specific terms and funding requirements for extending the Business Combination deadline beyond May 25, 2027.
• Working Capital Sufficiency: Assess whether the $751,003 in operating cash is sufficient to cover expenses until the deadline or a potential extension.
• Deferred Fees: Note the $2,700,000 deferred underwriting fee obligation that will reduce net proceeds upon a successful combination.
• Going Concern Status: Review the "Going Concern" disclosure in Note 2 and Item 1A for details on the liquidity risk and potential need for additional financing.