SCII

Business Context and Reporting Period

Company: SC II Acquisition Corp. (Cayman Islands exempted company)
Filing Type: Form 8-K (Current Report)
Date of Report: March 31, 2026
Reporting Period: Event date March 31, 2026; Signed April 7, 2026
Business Context: The Company is a Special Purpose Acquisition Company (SPAC) listed on The Nasdaq Stock Market LLC under symbols SCIIU (Units), SCII (Class A ordinary shares), and SCIIR (Rights). It is designated as an emerging growth company.

Key Financial Metrics

The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. This report focuses on a corporate event rather than periodic financial performance.

Material Changes

Item 8.01 Other Events: On March 31, 2026, the Company entered into a non-binding letter of intent (LOI) with a payments technology company (the "Target").
Proposed Transaction: The LOI outlines general terms for a potential business combination where the Company would acquire 100% of the outstanding equity and equity equivalents of the Target.
Binding Provisions: The LOI is preliminary and non-binding regarding the consummation of the transaction. However, it includes limited binding provisions regarding exclusivity, confidentiality, waiver of claims against the Company's trust account, and governing law.

Guidance, Outlook, and Risks

Outlook: The Company has expressed mutual interest in a potential business combination but has not executed definitive agreements.
Risks and Contingencies: The filing includes extensive forward-looking statements with significant risks, including:

• Inability to negotiate or execute definitive agreements.
• Failure to satisfy closing conditions.
• Events leading to the termination of the LOI or definitive agreements.
• Inability to obtain necessary regulatory approvals.
• Operational disruption to the Company or Target.
• Transaction-related costs.
• Level of redemptions by public stockholders.
• Factors detailed in the Company's prospectus dated November 25, 2025.

Management Commentary: Management cautions that forward-looking statements are not guarantees and that actual results may differ materially due to known and unknown risks.

Investor Verification Checklist

• Verify the identity and financial health of the unnamed "payments technology company" (Target).
• Monitor for the execution of a definitive merger agreement, as the current LOI is non-binding.
• Review the Company's trust account balance and potential redemption levels which could impact deal financing.
• Check for regulatory approval requirements specific to the payments technology sector.
• Review the prospectus dated November 25, 2025, for additional risk factors and trust account details.