Business Context and Reporting Period
Spartacus Acquisition Corp. II (the "Company") is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) incorporated on November 4, 2025. The Company is an emerging growth company and a shell company focused on effecting a business combination with one or more target businesses, primarily in the telecommunications, media, and technology (TMT) sectors. This Form 10-Q covers the quarterly period ended June 30, 2026.
The Company consummated its Initial Public Offering (IPO) on February 12, 2026, selling 23,000,000 units at $10.00 per unit. As of the reporting date, the Company has not selected a specific business combination target and has not commenced any operations other than organizational activities and the search for a target.
Key Financial Metrics
| Metric | Value (as of/for period ended June 30, 2026) |
|---|---|
| Trust Account Balance | $232,797,250 |
| Cash (Outside Trust) | $1,124,088 |
| Working Capital | $1,117,539 |
| Net Income (Six Months) | $2,828,130 |
| Net Income (Three Months) | $1,928,284 |
| Interest Income (Six Months) | $3,097,250 |
| General & Administrative Expenses (Six Months) | $269,120 |
| Deferred Underwriting Fee | $2,300,000 |
| Outstanding Class A Shares (Redeemable) | 23,000,000 |
| Outstanding Class B Shares (Founder) | 7,666,667 |
Material Changes vs. Prior Period
The reporting period reflects the Company's transition from a pre-IPO entity to a post-IPO SPAC. Key changes compared to December 31, 2025, include:
- Assets: Total assets increased from $188,884 to $234,073,267, driven by the placement of $230,000,000 in the Trust Account following the IPO.
- Liabilities: Total liabilities increased from $219,347 to $2,420,345, primarily due to the recognition of a $2,300,000 deferred underwriting fee.
- Equity: The Company recorded a significant accretion of Class A Ordinary Shares to their redemption value, resulting in a Shareholders' Deficit of $(1,144,328) compared to $(30,463) at year-end 2025.
- Revenue/Income: The Company generated no operating revenue. Net income was derived entirely from interest earned on Trust Account investments ($3,097,250 for the six months), offset by administrative expenses.
Outlook, Risks, and Management Commentary
Combination Period: The Company has until February 12, 2028 (24 months from the IPO closing) to consummate an initial business combination. If unsuccessful, the Company will liquidate and redeem public shares.
Liquidity: Management believes current cash resources ($1.12 million outside the Trust) are sufficient to fund operations for at least one year. The Company may withdraw up to $300,000 annually from Trust interest for working capital and taxes. As of June 30, 2026, $300,000 was withdrawn for working capital.
Risks:
- Business Combination Failure: There is no assurance the Company will successfully identify or complete a business combination.
- Market Conditions: Geopolitical instability, inflation, and market downturns could adversely affect the ability to complete a transaction.
- Investment Company Act: The Company monitors its status to avoid being deemed an investment company, potentially liquidating Trust investments into cash if necessary.
- Going Concern: While currently sufficient, the Company may need additional financing if transaction costs exceed estimates or if significant redemptions occur.
Unusual Items: The financial statements include non-cash accretion of Class A shares to redemption value ($11,578,561 for the six months) and share-based compensation related to founder shares granted to advisors and officers.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $232,797,250 and the per-share redemption value (approx. $10.12).
- Combination Deadline: Confirm the February 12, 2028 deadline and any potential extension mechanisms requiring shareholder approval.
- Deferred Fees: Note the $2,300,000 deferred underwriting fee payable only upon successful completion of a business combination.
- Related Party Transactions: Review the $10,000/month administrative fee paid to the Sponsor and the terms of the Private Placement Warrants.
- Redemption Rights: Understand that public shareholders can redeem shares for cash upon a business combination or liquidation, which could reduce available capital.