🧾 What This Document Is

This is SC II Acquisition Corp.'s annual report (Form 10-K) for the year ended December 31, 2025. It's a detailed disclosure document required by the SEC for public companies. For a Special Purpose Acquisition Company (SPAC) like SC II, this report is crucial because it outlines the company's status, its search for a merger target, the risks involved, and the clock ticking on its existence.

👉 Why it matters: Think of this as a "progress report" for a company whose only business is to find another business to buy. It tells investors if the company is still on track, what challenges it faces, and how much time and money it has left.

🏢 What The Company Does

SC II Acquisition Corp. is a "blank check" company or SPAC. In simple terms, it's a shell company with no operations, assets, or revenue. Its sole purpose is to raise money through an IPO and then use that cash to merge with or acquire an existing private company (called the "Business Combination"), taking that company public in the process.

• Target Criteria: They aim to buy established companies with strong cash flow, a competitive edge, experienced management, and growth potential, often in sectors poised for long-term growth or cyclical upswings.
• Leadership Experience: The CEO (Menachem Shalom) and CFO (Asaf Yarkoni) are experienced SPAC executives and also lead another SPAC focused on defense companies (Kochav Defense Acquisition Corp.).
• Sponsor: Their Sponsor is an affiliate of Nukkleus, Inc. (Nasdaq: NUKK), a publicly-traded company focused on the defense sector.

💰 Financial Highlights

The financial picture is simple because the company isn't operating. The key numbers are all about the Trust Account holding the IPO proceeds.

• Trust Account Value: $172,778,783 as of December 31, 2025. This is the war chest for their acquisition.
• Redemption Price (per share): Approximately $10.02 as of December 31, 2025. This is what a public shareholder would get back if they choose to redeem their shares (see below) or if the SPAC fails.
• Market Value (as of Dec 31, 2025): The aggregate market value of outstanding units was $173,707,500.
• Shares Outstanding (as of March 31, 2026):
  • Class A Ordinary Shares: 17,505,000
  • Class B Ordinary Shares ("Founder Shares"): 7,392,857

🚀 Key Moves & Timeline

This section covers the critical actions and deadlines for the SPAC.

• IPO & Trading: Units (SCCIIU) began trading on Nasdaq on November 26, 2025. Class A shares (SCCII) and Rights (SCIIR) began trading separately on January 20, 2026.
• The Ticking Clock (Combination Period): The company has until May 25, 2027 to find and complete a merger. This can be extended by the Sponsor twice, for 3 months each time, pushing the final deadline to November 25, 2027.
• The 80% Test: Nasdaq rules require their merger target(s) to have a fair market value of at least 80% of the trust account's value (excluding certain fees/taxes).
• Shareholder Redemption Rights: When a merger is proposed, public shareholders can choose to redeem their shares for their pro-rata share of the trust account (~$10.02 at year-end) instead of becoming shareholders of the new combined company.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Team: Management has prior SPAC experience and a strong network.
• Focused Criteria: Clear target profile may help in sourcing quality deals.
• Financial Firepower: ~$173M in trust is significant capital for an acquisition.
• Public Platform: Offers target companies a faster route to public markets.

⚠️ Major Risks:

• Time Pressure: They must complete a merger within ~2 years or face liquidation. "Attractive deals could become scarcer" due to high competition.
• Dilution: The Sponsor's Founder Shares were acquired for $0.003 per share. These convert to Class A shares post-merger, significantly diluting public investors.
• Conflict of Interest: The Sponsor's low-cost basis creates an incentive to do any deal, even if it's not the best for public shareholders.
• No Guarantees: There is no assurance they will find a suitable target or complete a Business Combination.
• Redemption Risk: If too many shareholders redeem their shares, the remaining trust fund might be too small to complete the desired merger.

🔮 What's Next

The company's immediate future is focused on a single goal: finding a target company to merge with.

1. Search: Continue identifying and evaluating potential businesses that meet their criteria.
2. Negotiate: Structure and negotiate the terms of a Business Combination.
3. Seek Approval: Either seek a shareholder vote or conduct a tender offer to approve the merger and handle redemptions.
4. Complete or Liquidate: Aim to close the merger by the deadline or, if unsuccessful, liquidate and return the trust funds to shareholders.

🧠 The Analogy

SC II Acquisition Corp. is like a "blind pool" investment with an expiration date. Investors gave money to a team of managers (the Sponsor/Management) who have about two years to go out and buy a private company. If they find a great company, investors win big. If they buy a bad company, or can't find any company in time, everyone just gets their initial investment back (minus costs), but the managers lose their entire small investment. This creates a high-pressure situation where the managers are highly motivated to make a deal happen before the clock runs out.

📇 Key Contacts & People

• Company: SC II Acquisition Corp.
• Address: 575 Fifth Avenue, 14th Floor, New York, New York 10017
• Phone: (646) 257-4214
• CEO & Director: Menachem Shalom
• CFO: Asaf Yarkoni

🧩 Final Takeaway

This is a SPAC racing against a deadline. With ~$173 million in cash and experienced leadership, SC II Acquisition Corp. is actively searching for a company to take public. However, investors face significant risks from dilution, potential conflicts of interest, and the real possibility that no suitable deal will be found, leading to a liquidation of the trust. The success or failure of this investment hinges entirely on the quality of the merger target they can secure before their time runs out.