Business Context and Reporting Period
Company: SC II Acquisition Corp. (SCII)
Filing Type: Form 10-Q (Quarterly Report)
Period Ended: March 31, 2026
Business Status: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands. The Company is an early-stage, emerging growth company with no operating revenues. Its sole purpose is to effect a Business Combination. As of the filing date, no definitive agreement with a target has been entered into.
Capital Structure: 17,505,000 Class A Ordinary Shares outstanding (including 17,250,000 Public Shares subject to redemption) and 7,392,857 Class B Ordinary Shares (Founder Shares).
Key Financial Metrics
| Metric | March 31, 2026 | December 31, 2025 |
|---|---|---|
| Total Assets | $175,672,093 | $174,187,169 |
| Cash (Operating) | $930,741 | $1,269,764 |
| Trust Account Balance | $174,568,488 | $172,778,783 |
| Net Income (3 Months) | $1,605,944 | N/A |
| General & Admin Expenses (3 Months) | $184,029 | N/A |
| Interest Income (Trust) (3 Months) | $1,789,705 | N/A |
| Working Capital | $922,995 | N/A |
| Redemption Value per Share | $10.12 | $10.02 |
Material Changes vs. Prior Period
- Trust Account Growth: The Trust Account balance increased by approximately $1.79 million, driven entirely by interest earned on marketable securities held within the account.
- Cash Position: Operating cash decreased by $339,023 to $930,741. This reduction was due to net cash used in operating activities ($154,666) and the repayment of the IPO Promissory Note ($184,357).
- Debt Repayment: The Company fully repaid the $184,357 IPO Promissory Note owed to the Sponsor on February 18, 2026. No debt remains outstanding as of March 31, 2026.
- Equity Accretion: Additional paid-in capital was reduced by $1,014,888 to accrete the carrying value of redeemable shares to their redemption value, offset by net income.
Outlook, Risks, and Management Commentary
- Combination Deadline: The Company must consummate a Business Combination by May 25, 2027 (18 months from IPO). The Sponsor may extend this period twice by three months each (total 24 months) without shareholder approval. Failure to complete a combination by the deadline will result in liquidation and redemption of Public Shares.
- Liquidity: Management believes current cash and working capital are sufficient to fund operations for at least one year. The Company may seek "Working Capital Loans" from the Sponsor or affiliates if needed, up to $1.5 million, which may be convertible into units.
- Administrative Costs: The Company pays $14,000 per month to an affiliate of the Sponsor for office space and administrative support. $42,000 was incurred for the quarter, with $28,000 accrued.
- Deferred Underwriting Fee: A deferred fee of $2,700,000 is payable to underwriters upon the completion of a Business Combination. This is not funded from the Trust Account interest.
- Risks: Risks include the inability to find a suitable target, potential delisting from Nasdaq if the 36-month requirement is not met, and the possibility that the Sponsor cannot satisfy indemnification obligations if third-party claims reduce Trust Account funds below $10.00 per share.
Investor Verification Checklist
- Trust Account Yield: Verify the interest rate environment and the specific composition of the Trust Account investments (U.S. Treasury securities/money market funds) to assess future accretion.
- Extension Mechanics: Confirm the specific terms and shareholder approval requirements for extending the Combination Period beyond the initial 18 months.
- Redemption Rights: Review the redemption price calculation ($10.12 per share as of Q1 2026) and the conditions under which shareholders may redeem prior to a Business Combination.
- Sponsor Solvency: Assess the financial capacity of the Sponsor (SC Capital II Sponsor LLC) to fulfill indemnification obligations and provide Working Capital Loans if necessary.
- Target Search Progress: Monitor subsequent filings for any definitive agreements or letters of intent, as none were disclosed in this report.