Business Context and Reporting Period
Company: Spartacus Acquisition Corp. II (SPAC)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: November 4, 2025)
Business Overview: A Cayman Islands exempted company formed to effect a Business Combination with one or more businesses, primarily focusing on the Telecommunications, Media, and Technology (TMT) sectors. The company had no operating revenues during the reporting period as it was in the pre-IPO organizational phase.
Key Subsequent Event: The company consummated its Initial Public Offering (IPO) on February 12, 2026, selling 23,000,000 Units at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously, it completed a private placement of 4,125,000 warrants to the Sponsor for $4,125,000.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) | Notes |
|---|---|---|
| Revenue | $0 | No operating activities prior to IPO. |
| Net Loss | $(1,038,713) | Includes $983,250 in share-based compensation. |
| Total Assets | $188,884 | Consists entirely of deferred offering costs. |
| Total Liabilities | $219,347 | Includes $154,359 promissory note from Sponsor. |
| Working Capital | $(219,347) | Deficit prior to IPO closing. |
| Cash Balance | $0 | As of Dec 31, 2025. Post-IPO cash outside Trust is approx. $1.96M. |
| Trust Account | $230,000,000 | Funded post-IPO (Feb 2026) from IPO and Private Placement proceeds. |
Material Changes and Subsequent Events
- Capitalization: The company transitioned from a pre-IPO shell with a working capital deficit to a public entity with $230 million in the Trust Account following the February 12, 2026 IPO.
- Debt Repayment: The $252,021 outstanding under the IPO Promissory Note was fully repaid on February 19, 2026, using IPO proceeds.
- Share Structure: As of March 27, 2026, there were 23,000,000 Class A Ordinary Shares and 7,666,667 Class B Ordinary Shares (Founder Shares) outstanding. The over-allotment option was fully exercised, removing the forfeiture risk on 1,000,000 Founder Shares.
- Compensation: A significant non-cash expense of $983,250 was recorded for the transfer of Founder Shares to an advisor (The Klein Group) in December 2025.
Outlook, Risks, and Management Commentary
- Combination Period: The company has until February 12, 2028 (24 months from IPO) to consummate an initial Business Combination. Failure to do so will result in liquidation and redemption of Public Shares.
- Target Criteria: The target business must have a fair market value of at least 80% of the Trust Account assets (excluding deferred fees and taxes) at the time of signing.
- Liquidity: Post-IPO, the company holds approximately $1.96 million outside the Trust Account for working capital. It may seek additional financing or Working Capital Loans from the Sponsor (up to $1.5 million convertible to warrants) if needed.
- Risks:
- Geopolitical: Conflicts in Ukraine and the Middle East may disrupt capital markets and target operations.
- Redemption: Significant redemptions could reduce cash available for the transaction.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against third-party claims (excluding underwriters and waived claims), the Sponsor's ability to satisfy this obligation is not guaranteed.
- Investment Company Act: The company may liquidate Trust investments to cash to avoid being classified as an investment company, potentially reducing interest income.
Investor Verification Checklist
- Trust Account Status: Verify the current balance and interest earnings in the Trust Account, as this determines the redemption price.
- Extension Provisions: Review the terms for extending the Combination Period beyond February 12, 2028, and the associated redemption rights for shareholders.
- Sponsor Indemnity: Assess the financial strength of Spartacus Sponsor II LLC to satisfy indemnification obligations if third-party claims arise against the Trust Account.
- Founder Share Dilution: Monitor the anti-dilution provisions for Class B shares, which may convert at a ratio greater than 1:1 if significant equity is issued in the Business Combination.
- Deferred Fees: Note the $2,300,000 deferred underwriting fee payable only upon successful completion of a Business Combination.