SC II Acquisition Corp.

Management and the audited notes disclose that, as of November 28, 2025, the company has not selected a specific business combination target and has not engaged in substantive discussions with any prospective target. The company will generate no operating revenues and will instead produce non-operating income solely from trust interest during the search period. Sponsors and officers received compensation in the form of 7,392,857 founder shares valued at $115,360 ($1.648 per share) for services through the business combination date, with stock-based compensation recognized upon consummation. Transaction costs amounted to $1,280,564, consisting of a $750,000 cash underwriting fee, $2,700,000 in underwriters’ reimbursement, and $530,564 in other offering costs. The company also maintains an administrative services agreement with Nukkleus Defense Technologies, Inc., requiring $14,000 per month, and has drawn $184,357 on a related-party promissory note out of a $300,000 limit. Up to $1,500,000 in working capital loans remains available to the sponsor or affiliates, convertible into private placement units at $10.00 per unit. These disclosures define the baseline trust liquidity, extension mechanics, fee obligations, and sponsor alignment that will govern shareholder outcomes throughout the 24-month deadline.

This filing establishes the SPAC's trust value at approximately $10.00 per public share (plus interest, reported as $10.20 by the user), sets the hard deadline for a business combination (May 2027), defines shareholder redemption rights (available in connection with a business combination or certain charter amendments), and locks up sponsor shares and private placement units for specified periods. It provides investors with the foundational terms and timeline for the SPAC's search period.

The prospectus reveals the precise economic architecture and incentive alignment that will dictate whether public investors recover their capital or face dilution, and clarifies management’s strategic positioning despite the absence of a near-term target.

This submission establishes a verified baseline of zero reported security positions for the CFO, indicating no current capital alignment or downside risk exposure relative to the SPAC’s search objectives. For investors monitoring redemption thresholds, trust preservation, extension triggers, or pre-close insider sentiment, the document contains no actionable intelligence on customer traction, revenue generation, market positioning, technological development, partnership formations, active litigation, or executive transitions. While commercially silent, the explicit zero-report confirms adherence to Section 16 transparency requirements and negates covert pre-deadline accumulation or dilution strategies by the named officer. The filing stands as a structural disclosure event rather than a catalyst for valuation or timeline shifts.

The amendment provides essential transparency for redemption-calendar investors: trust per share remains $10.00, 18‑month deadline (may extend to 24 months with sponsor deposits of $0.10/share per quarter), no shareholder vote required for extensions. The new disclosures highlight potential conflicts—sponsor is controlled by Nukkleus, CEO serves as CEO of Nukkleus and another SPAC (Kochav Defense)—which could affect target sourcing and incentives. Also, the updated going concern language and working capital deficit ($160,023 as of Sept. 30, 2025) underscore the need for the IPO to close. The filing shows progress toward effectiveness but still no target identified.

First public disclosure of SCII's IPO terms, sponsor structure (indirectly controlled by Nukkleus Inc., Nasdaq: NUKK), management team (Menachem Shalom, Asaf Yarkoni, with prior SPAC experience at Kochav Defense Acquisition Corp.), and business strategy targeting any industry. Sets redemption mechanics, extension process, and sponsor compensation. Financial statements as of July 7, 2025 show a working capital deficit and going concern qualification, highlighting dependence on IPO proceeds. The filing is material because it defines the rights and timelines for investors and discloses significant conflicts of interest (sponsor-affiliated opportunities may be directed to Nukkleus first).

The prospectus and risk factors detail material dilution and conflict-of-interest mechanics. Risk factors state the sponsor’s ~$0.003 founder share purchase price incentivizes management to consummate any business combination—even a declining or unprofitable one—to avoid having their founder shares and private placement units expire worthless, unless liquidating distributions are received from assets outside the trust account.

What changed: A Form 8-K Current Report under Item 8.01 Other Events, filed to disclose that SC II Acquisition Corp. entered into a non-binding letter of intent on March 31, 2026, with a payments technology company. Per the filing, the parties outlined general terms for a potential business combination whereby the Company would acquire 100% of the Target’s outstanding equity and equity equivalents. The report attributes to the Company the clarification that the LOI is a preliminary, non-binding expression of mutual interest. Binding provisions are limited to exclusivity, confidentiality, governing law, and a waiver of claims against the Company’s trust account. The document cites risk factors warning that actual results could be materially affected by factors including the inability to execute definitive agreements, failure to satisfy closing conditions, events triggering termination, inability to obtain regulatory approvals, operational disruption, transaction costs, and the level of redemptions by public stockholders. Chief Executive Officer Menachem Shalom signed the filing on April 7, 2026. The SPAC’s existing redemption timeline, trust value, and May 25, 2027 deadline remain unchanged. Why it matters: The LOI transitions the registrant from the SEARCHING phase into exclusive target evaluation, locking out competing offers while preserving trust capital through the claim waiver. Because the filing explicitly disclaims any binding commitment to consummate the Proposed Transaction and references contingent conditions such as regulatory approvals and definitive agreements, investors still lack verifiable data on enterprise valuation, capital structure, dilution, or formal redemption pricing mechanics. Subsequent SEC submissions containing a definitive merger agreement, preliminary proxy statement, or cash tender offer will be required to establish concrete trust distribution rules, extension mechanisms, or sponsor support terms. Until those documents are filed, the deal trajectory remains speculative despite the activated exclusivity period.

What changed: 10-K Annual Report for fiscal year ended December 31, 2025. First annual report after IPO. Reports no operating revenues, net income of $104,840 from trust interest, trust value of $172.8 million ($10.02 per share), $1.27 million cash outside trust. No business combination target selected. Deadline is May 25, 2027 (extendable to November 25, 2027). Sponsor controlled by Nukkleus Inc. (NASDAQ: NUKK). Why it matters: Establishes baseline financial position and trust value per share. Confirms no deal progress, sets redemption and extension timeline. Discloses sponsor structure and potential conflicts of interest with Nukkleus. Material for tracking deadline and trust mechanics.

What changed: This document is Exhibit A to a Schedule 13G/A filing, specifically a Joint Filing Agreement executed on February 13, 2026. It formally establishes that the listed investment vehicles and individual are filing their respective Section 13(d) beneficial ownership reports collectively under Rule 13d-1(k) of the Securities Exchange Act of 1934. The provided text discloses no alterations to SC II Acquisition Corp.’s redemption deadline, per-share trust composition, extension parameters, acquisition pipeline, or sponsor conduct standards. The only documented action is the execution of a joint reporting arrangement by Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr., with Mr. Fortmiller signing in his capacities as Managing Member or General Partner for each entity. Because the operative Schedule 13G/A data pages—typically containing aggregate share counts, ownership percentages, and purpose statements—are absent from this excerpt, no numerical shifts or mechanical updates to the SPAC’s operational metrics can be confirmed from the filing text alone. Why it matters: Attributing all assertions regarding unified reporting to the eight executing entities and Mr. Fortmiller, the joint filing clarifies that multiple affiliated capital pools are consolidating their regulatory disclosures under a single controlling principal, which directly informs how aggregate voting weight and latent capital commitments are tracked ahead of the 2027-05-25 deadline. Even without explicit threshold crossings or stated strategic intent in this snippet, confirming coordinated insider positioning aids investors in evaluating sponsor governance, concentration risk, and the likelihood of synchronized redemption behavior or extension support during future corporate actions. The structural transparency serves as a baseline for assessing whether sponsor-side funds are operating independently or as a single bloc, which typically dictates alignment during the post-IPO search phase.

What changed: This document IS a routine compliance exhibit consisting of two Limited Powers of Attorney attached to a Schedule 13G filing, which delegates SEC filing authority to Takahiro Katsura on behalf of Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC. No modifications occurred to SC II Acquisition Corp.’s redemption windows, trust distributions, extension mechanisms, business combination milestones, or sponsor oversight protocols. Under this filing, the Mizuho entities authorized Takahiro Katsura, Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department, to execute Form 13G and related amendments pursuant to Section 13(d) and Section 13(g) of the Exchange Act. SCII’s SEARCHING status, capital structure, and deadline framework remain entirely unaffected by this administrative signing delegation. Why it matters: The exhibit contains no projections, target sector assessments, partnership disclosures, litigation updates, or operational metrics. Hidekatsu Take formally attested his capacity as Deputy President & Corporate Executive for Mizuho Financial Group, Inc., and as Managing Executive Officer, Head of Global Corporate & Investment Banking Division, Head of Global Transaction Banking Unit for Mizuho Bank, Ltd., while Adam Hopkins, Chief Legal Officer and Managing Director, General Counsel for the U.S. affiliates, co-signed. Physical office locations were recorded at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan and 1271 Avenue of the Americas, NY, NY 10020, USA. Investors tracking liquidation thresholds, extension voting calendars, or sponsor performance should treat this as a procedural artifact; it supplies zero actionable intelligence regarding trust valuations, acquisition targets, or SCII’s statutory timeline.

What changed: Schedule 13G beneficial ownership report. The filing identifies Glazer Capital, LLC and Paul J. Glazer as the reporting holders. The text contains no disclosures regarding redemption deadlines, trust share values, extension requests, target acquisition progress, or sponsor governance actions. Why it matters: Beneficial ownership filings track aggregate voting and economic stakes; while the report acknowledges Glazer Capital, LLC and Paul J. Glazer as stakeholders, the absence of share quantities, acquisition dates, or percentage thresholds means the disclosure does not indicate a change in controlling interest, additional warrant/trust funding commitments, or any procedural impact on the SPAC’s search timeline or combination mechanics.

What changed: A routine compliance exhibit—a Schedule 13G beneficial ownership regulatory filing submitted by KARPUS MANAGEMENT, INC. KARPUS MANAGEMENT, INC. filed the report; however, the provided excerpt contains no disclosures bearing on redemption deadlines, trust account mechanics, extension procedures, target business progress, or sponsor conduct. The filing identifies the reporting entity and an ICC number but discloses no share quantities, ownership percentages, transaction dates, or dollar amounts. Why it matters: Because the submission registers neither a shift in beneficial ownership nor any corporate directive, it does not modify the sponsor’s search parameters, affect trust fund protections, or alter the mandatory liquidation timeline. It presents no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and therefore carries no actionable impact for investors tracking redemption windows or acquisition milestones.

What changed: A routine compliance exhibit constituting a Joint Filing Agreement for a Schedule 13G statement regarding Class A ordinary shares of SC II Acquisition Corp. Feis Equities LLC and Lawrence M. Feis signed this agreement to confirm that their Schedule 13G statement dated January 20, 2026, and any subsequent amendments (including on Schedule 13D) will be filed jointly pursuant to Rule 13d-1(k). With respect to SPAC mechanics, the filing reports no alterations to redemption deadlines, trust balances, extension arrangements, deal progress, or sponsor conduct. The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Investors tracking SC II should view this as a procedural attachment that merely consolidates reporting obligations for beneficial ownership into a single filing entity. It does not impact the trust account’s valuation, the organization’s search period, redemption mechanics, or business combination timeline, and provides no new operational, financial, or strategic data.

What changed: Form 8-K current report and attached press release (Exhibit 99.1) announcing the mechanical separation and separate listing of Class A ordinary shares and rights. Commencing January 20, 2026, holders of initial public offering units may elect to separately trade the included Class A ordinary shares and rights (each right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the initial business combination). Unseparated units will continue trading under symbol SCIIU; separated shares will trade under SCII and rights under SCIIR. Holders must have their brokers contact Continental Stock Transfer & Trust Company to effect the split. The filing does not disclose adjustments to redemption mechanics, trust account balances, or extension timelines. Why it matters: Per the press release authored by Chief Executive Officer Menachem Shalom, the document confirms the company remains in its SEARCHING phase while clarifying its sponsorship structure: the sponsor is managed by Nukkleus Defense Technologies, Inc., a Nevada corporation that is a wholly-owned subsidiary of Nukkleus Inc (Nasdaq: NUKK). The filing verifies operational continuity through its executive signatory and corporate address (575 Fifth Avenue, 14th Floor, New York, NY 10017; telephone 6462574214) and reaffirms the company’s Cayman Islands incorporation status and blank check purpose. It introduces no specific acquisition targets, revenue forecasts, technology disclosures, partnership commitments, litigation updates, or changes to sponsor conduct beyond the stated backer relationship.

What changed: A Schedule 13G beneficial ownership report attributing disclosed positions to Shaolin Capital Management LLC and David Puritz. The provided excerpt lists reporting persons but supplies no share quantities, acquisition dates, or transaction histories. It reveals no movement relative to the 2027-05-25 redemption deadline, the $10.2 trust value per share, extension status, business combination timeline, or sponsor governance. Why it matters: Without numerical data or a stated investment purpose, the filing cannot signal a controlling accumulation, activist positioning, or block trade that would pressure redemptions, mandate trust preservation, or alter the target search. It remains a routine administrative record with zero mechanical impact on investor liquidity windows or capital structure decisions.

What changed: This document is a Current Report on Form 8-K reporting the consummation of an initial public offering, the closing of a simultaneous private placement, and an amendment to the underwriting agreement, accompanied by an audited balance sheet. Per the company’s filing and audited financial statements dated November 28, 2025, the following mechanical changes apply to the redemption calendar, trust value, extensions, and sponsor conduct: On November 28, 2025, the company completed its IPO of 17,250,000 units at $10.00 per unit, generating $172,500,000 in gross proceeds, and simultaneously sold 255,000 private placement units to sponsor SC Capital II Sponsor LLC for $2,550,000. The company states that $172,500,000, or $10.00 per unit, was deposited into a U.S.-based trust account managed by Continental Stock Transfer & Trust Company. The filing establishes a Completion Window of 18 months from the IPO closing, which the company may, at the sponsor’s option, extend two times by three months each without shareholder approval, totaling a maximum of 24 months. Public shareholders retain redemption rights at a per-share price equal to the trust account balance, including interest, divided by public shares, less taxes and up to $100,000 for dissolution expenses. The sponsor executed a letter agreement waiving redemption rights for founder and private placement shares, pledging to vote in favor of any initial business combination, and assuming liability if third-party claims reduce trust assets below the lesser of $10.00 per share or the actual liquidation value per share. An amendment to the underwriting agreement updated Schedule A to list D. Boral Capital LLC (14,900,000 units), Dominari Securities LLC (50,000 units), and Bancroft Capital, LLC (50,000 units). Why it matters: Management and the audited notes disclose that, as of November 28, 2025, the company has not selected a specific business combination target and has not engaged in substantive discussions with any prospective target. The company will generate no operating revenues and will instead produce non-operating income solely from trust interest during the search period. Sponsors and officers received compensation in the form of 7,392,857 founder shares valued at $115,360 ($1.648 per share) for services through the business combination date, with stock-based compensation recognized upon consummation. Transaction costs amounted to $1,280,564, consisting of a $750,000 cash underwriting fee, $2,700,000 in underwriters’ reimbursement, and $530,564 in other offering costs. The company also maintains an administrative services agreement with Nukkleus Defense Technologies, Inc., requiring $14,000 per month, and has drawn $184,357 on a related-party promissory note out of a $300,000 limit. Up to $1,500,000 in working capital loans remains available to the sponsor or affiliates, convertible into private placement units at $10.00 per unit. These disclosures define the baseline trust liquidity, extension mechanics, fee obligations, and sponsor alignment that will govern shareholder outcomes throughout the 24-month deadline.