Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Spartacus Acquisition Corp. II, a Cayman Islands-based special purpose acquisition company (SPAC). The report date is February 10, 2026, with the IPO closing on February 12, 2026. The Company is an emerging growth company.
Key Financial Metrics
- Gross Proceeds: $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit (including 3,000,000 Units from the full exercise of the underwriters' over-allotment option).
- Private Placement Proceeds: $4,125,000 from the sale of 4,125,000 Private Placement Warrants to the Sponsor at $1.00 per warrant.
- Trust Account Funding: $230,000,000 deposited into a U.S.-based trust account, inclusive of $2,300,000 in deferred underwriting discounts.
- Warrant Terms: Public and Private Placement Warrants are exercisable for one Class A ordinary share at $11.50 per share.
- Debt and Liquidity: The filing does not provide specific data on existing debt, operating cash flow, or profit margins, as the Company is in the pre-business combination phase.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. The Company now has 23,000,000 public shares outstanding (plus private placement warrants) and has established a trust account to fund a potential initial business combination. No prior comparable period financial data is provided as this is the initial public offering.
Guidance, Outlook, and Risks
- Business Combination Timeline: The Company has 24 months from the closing of the IPO (February 12, 2026) to complete an initial business combination. Failure to do so may result in liquidation and redemption of public shares.
- 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 and winding-up expenses.
- Corporate Governance: Three independent directors (Christopher Downie, David Marshack, and Eric Edidin) were appointed to the Board, with staggered terms expiring at the first, second, and third annual general meetings.
- Risks: Standard SPAC risks include the inability to complete a business combination within the specified timeframe and the potential for shareholder redemptions.
Investor Verification Checklist
- Verify the final prospectus (filed February 11, 2026) for detailed terms of the Underwriting Agreement and Warrant Agreement.
- Confirm the exact date of the 24-month deadline for the initial business combination (February 12, 2028).
- Review the Amended and Restated Memorandum and Articles of Association for specific redemption rights and amendment procedures.
- Monitor the status of the $2,300,000 deferred underwriting discount payable upon completion of a business combination.
- Check for any subsequent filings regarding the selection of a target company for the initial business combination.