SC II Acquisition Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated November 25, 2025, reports the consummation of the initial public offering (IPO) by SC II Acquisition Corp., a Cayman Islands-based special purpose acquisition company (SPAC). The IPO closed on November 28, 2025. The Company is an emerging growth company with securities trading on The Nasdaq Stock Market LLC under the symbols SCIIU (Units), SCII (Class A ordinary shares), and SCIIR (Rights).
Key Financial Metrics
- Gross Proceeds: $172,500,000 from the sale of 17,250,000 Units at $10.00 per Unit (including full exercise of the 2,250,000 Unit over-allotment option).
- Private Placement: $2,550,000 raised from the sale of 255,000 Private Placement Units to the Sponsor at $10.00 per Unit.
- Trust Account: $172,500,000 deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company.
- Working Capital: Remaining proceeds from the Private Placement Units were allocated to the Company's working capital account to cover offering expenses.
- Debt and Liquidity: The filing does not provide specific figures for existing debt or net cash flow beyond the IPO proceeds. Liquidity is primarily derived from the trust account and working capital.
Material Changes
The primary material change is the transition from a pre-IPO entity to a publicly traded SPAC. This includes the issuance of 17,250,000 public Units and 255,000 Private Placement Units. The Company has entered into definitive agreements including an Underwriting Agreement with D. Boral Capital LLC, a Rights Agreement, and an Investment Management Trust Agreement. Additionally, the Company filed its Amended and Restated Memorandum and Articles of Association.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 18 months from the IPO closing to complete an initial business combination, extendable to 24 months as provided in the Registration Statement.
- Redemption Rights: Public shareholders may redeem their shares if the Company fails to complete a business combination within the specified timeframe or in connection with certain amendments to its charter.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption event, or for tax payments and up to $100,000 for dissolution expenses.
- Corporate Governance: Seth Farbman, Rachel Vidal Regev, and Yariv Cohen were appointed to the Board of Directors and assigned to the Audit and Compensation Committees. Indemnity agreements were executed for directors and officers.
Investor Verification Checklist
- Verify the exact terms of the over-allotment option exercise and the final number of Units outstanding.
- Confirm the specific amount of offering expenses deducted from the Private Placement proceeds versus the amount retained for working capital.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption thresholds and extension mechanics.
- Examine the Underwriting Agreement (Exhibit 1.1) for details on underwriting discounts and commissions not explicitly detailed in the summary text.
- Monitor the Company's progress toward identifying a target business within the 18-month window.