TMTS

Business Context and Reporting Period

Spartacus Acquisition Corp. II (the "Company") is a Cayman Islands exempted company incorporated on November 4, 2025, operating as a Special Purpose Acquisition Company (SPAC). The Company focuses on the telecommunications, media, and technology (TMT) sectors. This Form 10-Q covers the quarterly period ended March 31, 2026. The Company consummated its Initial Public Offering (IPO) on February 12, 2026, and has not yet commenced any substantive operations other than organizational activities and the search for a target business.

Key Financial Metrics

Material Changes vs. Prior Period

The reporting period represents a significant transition from a pre-IPO shell company to a post-IPO SPAC with funds in trust.

• Assets: Total assets increased from $188,884 (December 31, 2025) to $232,136,729 (March 31, 2026), driven primarily by the placement of $230,000,000 into the Trust Account following the IPO.
• Equity Structure: As of March 31, 2026, 23,000,000 Class A Ordinary Shares are subject to possible redemption, valued at $230,752,687. There were no such shares outstanding as of December 31, 2025.
• Liabilities: Current liabilities decreased from $219,347 to $112,091, largely due to the repayment of the IPO Promissory Note ($252,021) at the closing of the IPO. However, a new deferred underwriting fee liability of $2,300,000 was recorded.
• Profitability: The Company reported a net income of $899,846 for the quarter, compared to a net loss in the prior period (implied by the accumulated deficit reduction), primarily due to interest income earned on the Trust Account.

Outlook, Risks, and Management Commentary

Outlook and Liquidity: Management believes the Company has sufficient funds to finance working capital needs for at least one year from the date of issuance. The Company has until February 12, 2028 (24 months from the IPO closing) to consummate a Business Combination. If unsuccessful, the Company will redeem public shares and liquidate.

Capital Resources: The Company holds $954,131 in cash outside the Trust Account for operational expenses. The Sponsor has agreed to provide Working Capital Loans up to $1,500,000 if necessary, which may be convertible into warrants.

Risks and Contingencies:

• Business Combination Risk: There is no assurance the Company will successfully identify or complete a Business Combination.
• Market Risks: The Company is subject to general economic conditions, interest rate fluctuations, and geopolitical instability.
• Investment Company Act: To mitigate the risk of being deemed an investment company, the Company may liquidate Trust Account investments into cash or demand deposits.
• Related Party Transactions: The Company pays the Sponsor $10,000 per month for administrative services. Founder shares are subject to lock-up restrictions until six months post-Business Combination or until the share price exceeds $12.00.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance of the Trust Account ($231,052,687) and the per-share redemption value ($10.03 as of March 31, 2026).
• Combination Deadline: Confirm the 24-month deadline (February 12, 2028) to complete a Business Combination and the potential for extensions.
• Deferred Fees: Note the $2,300,000 deferred underwriting fee payable only upon completion of a Business Combination.
• Warrant Terms: Review the exercise price of $11.50 per share for Public and Private Warrants and the redemption trigger price of $18.00 per share.
• Related Party Agreements: Review the Administrative Services Agreement ($10,000/month) and the terms of the Working Capital Loans available from the Sponsor.