SCII SEC filings, in plain English
Everything SC II Acquisition Corp. has filed with the SEC that we hold — 33 filings, newest first, 32 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: 10-Q quarterly report for SC II Acquisition Corp. for the period ended June 30, 2026. Trust account per-share value increased from $10.02 to $10.20; cash decreased from $1.27M to $0.75M; IPO promissory note repaid in full; no definitive agreement or extension yet; going concern warning reiterated. Why it matters: Trust value per share is rising, providing a small buffer for redemption; cash burn continues; no progress on business combination; sponsor has not yet exercised extension options; deadline is May 25, 2027, with potential to extend to Nov 25, 2027.
What changed vs 2026-05-15trust $174.6M → $175.9M +1%deadline 2028-11-25 → 2027-05-25going concern APPEAREDtrust account, combination deadline, going-concern doubt +23 moved · 2 with no prior record of ours
- Trust account
- $174.6M$175.9M
- Combination deadline
- 2028-11-252027-05-25
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $184K · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,320,521 was added to the trust between the two filings.
The clause …“887,691 1,372,170 Long term prepaid insurance — 36,216 Marketable securities held in Trust Account 175,889,009 172,778,783 Total Assets $ 176,776,700 $ 174,187,169 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
SpacBrain reads this as 550 days earlier than the previous record.
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by May 25, 2027, which the Company may, at the Sponsor’s option, extend two times, each by an additional three (3) months, without”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“except for the purpose of liquidating. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that the accompanying unaudited condensed financial”…
The clause …“June 30, 2026, or the closing of the Initial Public Offering. The Company had borrowed $ 184,357 under the IPO Promissory Note, which was repaid on February 18, 2026. Borrowings under the IPO Promissory Note are no longer available.”…
The clause “500,000,000 shares authorized; 255,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 26 26 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report announcing the termination of a proposed business combination. First, this is a Form 8-K Current Report disclosing that on July 12, 2026, SC II Acquisition Corp. terminated a non-binding letter of intent (LOI) signed on March 31, 2026 with an unnamed payments technology company. Second, regarding redemption and trust mechanics, this termination clears the SPAC's active pipeline but triggers no changes to the trust account, redemption calendar, or existing corporate deadlines. Third, substantively, the filing contains forward-looking statement disclaimers under the Private Securities Litigation Reform Act of 1995, confirms only confidentiality obligations survive the breakup, and re-registers the Company's securities listing: Units (SCIIU), Class A ordinary shares with a par value of $0.0001 (SCII), and Rights granting one-fifth (1/5) of a share upon consummation (SCIIR). Why it matters: Investors tracking deal progress must recognize that the sole named pipeline candidate has been abandoned, returning the sponsor to a clean-slate search phase ahead of its statutory deadline. Because no amendment to the trust agreement or extension motion is filed alongside this termination, the full trust corpus remains locked and unredistributed while management scours for a replacement target. As explicitly stated by Chief Executive Officer Menachem Shalom in this July 13, 2026 filing, the Company has zero obligations to the former Target and is pursuing no concurrent acquisitions, meaning shareholders must continue pricing in liquidation risk until a new definitive agreement is announced.
What changed: 10-Q (Quarterly Report). No new business combination agreement, no extension vote, no redemption activity, no change in sponsor conduct. The trust per-share value increased from $10.02 to $10.12 due to interest income. The Sponsor's promissory note was repaid in full on Feb. 18, 2026 and is no longer available. Management discloses no material litigation, no changes to risk factors other than a new risk regarding Nasdaq delisting if a business combination is not consummated by Nov. 25, 2028, and no subsequent events requiring adjustment. Why it matters: This filing confirms the SPAC is still searching for a target with 12 months remaining in its 18-month combination period (deadline May 25, 2027). The trust holds $174.6M ($10.12/share). The sponsor has two optional 3-month extensions without a shareholder vote, pushing the deadline to Nov. 25, 2027. The new risk factor warns that Nasdaq will delist if no deal is closed by Nov. 25, 2028. The company burned ~$155k in cash from operations in Q1, but still had $931k outside the trust. The CEO is identified as the CODM, and the company has a single reportable segment.
What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A for SC II Acquisition Corp., executed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. It functions as a procedural contract confirming that multiple affiliated Harraden Circle investment vehicles and an individual principal will submit a single amended beneficial ownership statement on behalf of the entire reporting group. The attachment consolidates disclosure obligations across the named Harraden Circle entities—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. Mechanics-facing content is strictly administrative: it designates Fortmiller as the signing authority for all listed entities, where he attributes the title Managing Member to himself across the corporate, LLC, and general partnership rows. The attachment does not disclose adjustments to the SPAC redemption window, modify trust account per-share accounting, propose an extension, identify a preliminary merger agreement or due diligence milestone, or update sponsor conduct or lock-up provisions. The sole chronological datum is the execution date of May 14, 2026. Share counts, ownership percentages, and acquisition status remain undisclosed in this exhibit. Why it matters: For investors monitoring structural catalysts, joint 13G filings dictate how voting weight and economic exposure are aggregated ahead of search deadlines and shareholder votes. Centralizing these vehicles under Fortmiller’s signature confirms a unified governance channel that will direct how the group exercises voting rights on any proposed business combination, extension ballot, or liquidation trigger. Because the attachment lacks the underlying 13G/A narrative, it neither confirms a threshold breach, nor quantifies capital deployed relative to the public float, nor verifies alignment with trust retention targets. The filing is procedurally routine but operationally significant: it clarifies that any future proxy solicitations or tender offers affecting the trust will encounter a consolidated bloc rather than fragmented institutional accounts.
What changed: Routine compliance exhibit: Limited Powers of Attorney attached to a Schedule 13G/A amendment. Per the filing, Shuji Matsuura, Senior Managing Corporate Executive, Head of Global Corporate & Investment Banking for Mizuho Financial Group, Inc., and Head of Global Corporate & Investment Banking Division for Mizuho Bank, Ltd., authorized Takahiro Katsura, Managing Director, Head of Global Branches & Subsidiaries Coordination Office, to execute Form 13G documents. Adam Hopkins, Chief Legal Officer and Managing Director, General Counsel for Mizuho Americas LLC and Mizuho Securities USA LLC, granted identical execution authority. Exhibit A lists subsidiary principal business offices at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan for Mizuho Bank, Ltd., and 1271 Avenue of the Americas, NY, NY 10020, USA for Mizuho Americas LLC and Mizuho Securities USA LLC. All authorizations are dated 5-14-2026. Why it matters: The filing contains no statements or provisions affecting SC II Acquisition Corp.’s SEARCHING status, trust valuation mechanics, redemption deadline, extension triggers, merger pipeline progression, or sponsor conduct. As a purely administrative mandate enabling proper SEC form submission for existing beneficial holders, it alters none of the fund’s economic or timeline parameters, carries no direct impact on public shareholders, and is therefore flagged non-material with high confidence.
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.
What changed: Joint Filing Agreement (Exhibit A) attached to a Schedule 13G. The exhibit contains no updates to the May 25, 2027 redemption deadline, trust value, extension status, deal progress, or sponsor conduct. It is purely a procedural declaration that 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. will submit beneficial ownership statements together under Rule 13d-1(k). Because it addresses none of the mechanics relevant to redemption calendars or trust accounting, it leaves those parameters unchanged. Why it matters: Although the document makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, it reveals the organizational structure behind a cluster of Harraden Circle investment vehicles. All entities are signed by Mr. Fortmiller in his capacity as Managing Member (or through general partners he controls), indicating coordinated reporting rather than independent trading. For investors tracking the SEARCHING phase, this confirms that any future beneficial ownership disclosure will reflect a unified reporting unit, reducing the risk of fragmented stake monitoring, even though no share count, acquisition progress, or financing terms are provided in the exhibit.
What changed: A Prospectus Supplement No. 1, filed pursuant to Rule 424(b)(4), that updates and supplements the investor-facing registration statement for SC II Acquisition Corp.’s initial public offering. The filing supersedes the underwriters table previously located on page 189 of the November 25, 2025 prospectus, substituting a revised allocation of 15,000,000 Units priced at $150,000,000 across three capital markets representatives: D. Boral Capital LLC (14,900,000 Units), Dominari Securities LLC (50,000 Units), and Bancroft Capital, LLC (50,000 Units). Why it matters: While this document does not reset a redemption calendar, recalculate trust fund balances, or advance a combination vote, it remains the definitive weekly record confirming placement routing and underwriter syndicate composition, which capital allocators monitor to gauge secondary market depth and booking transparency prior to any merger solicitation.
What changed: A routine compliance exhibit (Joint Filing Agreement, Exhibit 99.1) attached to an SEC Schedule 13D, dated December 3, 2025. No adjustments to the SPAC’s redemption schedule, trust per-share composition, or extension mechanisms are reported. The agreement confirms that SC Capital II Sponsor LLC, Nukkleus Defense Technologies, Inc., Nukkleus Inc., and Menachem Shalom have agreed to jointly file a single Schedule 13D regarding their beneficial ownership of Class A ordinary shares, $0.0001 par value, of SC II Acquisition Corp, as of December 3, 2025. The text assigns timely filing responsibility for the Schedule 13D and any amendments to each party for its own disclosures, while noting reliance on other parties’ accuracy 'to the extent it knows or has reason to believe.' No share counts, purchase prices, or ownership percentages are disclosed in this exhibit, leaving the sponsor’s capital structure and timeline unaffected by this specific page. Why it matters: The execution of this agreement formally aligns the sponsor with three Nukkleus-linked entities under a single regulatory reporting vehicle. Per the document, Menachem Shalom signs in his capacity as Chief Executive Officer for both Nukkleus corporations and as representative of the sponsor’s managing member, indicating unified representation rather than independent position-taking. The exhibit contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. Because the joint filing merely establishes shared disclosure logistics without revealing stake sizes, acquisition intent, or plans for proxy solicitations, investors should cross-reference the companion Schedule 13D to determine whether the consolidated interest relates to passive investment, merger-stage targeting, or governance maneuvering ahead of the remaining search window.
What changed: A joint filing agreement attached to a Schedule 13G, executed by Feis Equities LLC and Lawrence M. Feis, which states that their respective statements regarding Class A ordinary shares of SC II Acquisition Corp., dated December 2, 2025, and any future amendments shall be filed jointly under Rule 13d-1(k). Feis Equities LLC and Lawrence M. Feis report no adjustments to the SPAC’s redemption deadline, trust value, extension status, target selection progress, or sponsor conduct. The document solely establishes an administrative framework for the two parties to submit their 13G disclosures on behalf of each other. Why it matters: Because Feis Equities LLC and Lawrence M. Feis include no claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, the exhibit carries no substantive operational or financial impact. It functions exclusively as a procedural consent for joint regulatory reporting, leaving shareholder exit mechanics, trust account stability, merger timelines, and sponsor accountability metrics unchanged.
What changed: A Schedule 13G joint filing agreement and attached Exhibit A executed by Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong, formally establishing that they will submit their beneficial ownership reports collectively pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. According to the attached Exhibit A, the filing contains no updated share counts, ownership percentages, or triggering event disclosures. The document solely executes a joint filing arrangement for the Schedule 13G statement covering shares held as of November 28, 2025, and cross-references a Power of Attorney dated June 10, 2019 originally lodged with a Haymaker Acquisition Corp II filing on June 19, 2019 to validate Saul Ahn’s authority to sign on behalf of Siu Min Wong. Why it matters: For investors tracking SC II Acquisition Corp, the document clarifies which parties maintain aligned beneficial ownership and voting alignment ahead of any planned business combination vote, trust extension resolution, or liquidation election. Because the excerpt discloses no redemption mechanics, trust balances, or deal milestones, the filing’s substantive value lies in mapping shareholder concentration rather than altering the redemption calendar or extending the noted timeline. Investors should monitor subsequent 13D/G amendments to identify whether these co-filers intend to retain shares for the announced deadline, tender shares upon a merger proposal, or signal opposition that could pressure management toward an extension. No claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel appear in the submission.
What changed: A Form 4 — insider ownership report documenting equity acquisitions by affiliated entities and company leadership. Per the filing, SC Capital II Sponsor LLC, Nukkleus Defense Technologies, Inc., Nukkleus Inc., and Shalom Menachem (director, CEO) acquired 255,000 shares at $10 per share on 2025-11-28, bringing reported post-transaction holdings to 255,000 shares. The SPAC’s stated trust value per share remains $10.2, the redemption/termination deadline stays at 2027-05-25, and the filing contains no amendments to extension provisions, target acquisition announcements, warrant exercises, or cash drawdown terms. No mechanical changes to the trust account, redemption thresholds, or liquidation schedule are disclosed. Why it matters: According to the Form 4 filing, the open-market purchase at $10 signals position-building by the sponsor and CEO, which may reflect alignment with public shareholders ahead of the 2027-05-25 window, but the document makes no claims about target pipeline status, due diligence progress, customer relationships, revenue models, market positioning, technology assets, strategic partnerships, or litigation posture. Because insiders did not file accompanying presentations, proxy materials, or business combination agreements, investors cannot derive expansion timelines, financing conditions, or redemption management strategies from this submission alone. The filing is structurally routine and carries no immediate redemption-calendar impact, though continuous monitoring of sponsor accumulation relative to the 20% private placement baseline remains relevant until the deadline.
What changed: 8-K Current Report filed by SC II Acquisition Corp. announcing the closing of its initial public offering (IPO) on November 28, 2025, including the full exercise of the underwriters' over-allotment option, the funding of the trust account, a concurrent private placement to the sponsor, the appointment of directors, and the adoption of governing documents. SC II Acquisition Corp. transitioned from a pre-IPO blank check company to a publicly traded SPAC. It completed an IPO of 17,250,000 units at $10.00 per unit, generating gross proceeds of $172,500,000, all of which were deposited into the trust account. The sponsor purchased 255,000 private placement units for $2,550,000. Menachem Shalom remains CEO; Seth Farbman, Rachel Vidal Regev, and Yariv Cohen were appointed as independent directors and to board committees. The amended and restated memorandum and articles of association were adopted, and various IPO-related agreements were executed. The deadline to complete a business combination is 18 months from the closing (May 2027), extendable by up to 24 months. Why it matters: 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.
What changed: A Form S-1 registration statement prospectus filed as a 424(b)(4), announcing the final pricing and launch of the initial public offering of 15,000,000 units for SC II Acquisition Corp., a newly organized Cayman Islands exempted company operating as a special purpose acquisition company (SPAC) that has not yet selected a merger or acquisition target. The filing establishes the $10.00 per unit public offering price, generating $150,000,000 in gross proceeds with a 45-day underwriters’ over-allotment option for up to 2,250,000 additional units. Why it matters: 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.
What changed: SEC Form 3 (Initial Statement of Beneficial Ownership of Securities), classified strictly as a routine compliance exhibit. Filed on 2025-11-25 by SC II Acquisition Corp. director Yariv Cohen, the submission declares 'No non-derivative transactions or holdings reported.' This disclosure produces zero adjustment to equity composition, derivative exposure, or board-level capital alignment. Because the filing contains no numerical entries, it does not recalibrate sponsor skin-in-the-game percentages, alter liquidation preferences, or influence redemption pricing dynamics tied to the trust account. Why it matters: For investors monitoring the active searching phase, the contractual business combination timeline, and the established per-share trust baseline, this filing functions as a statutory checkpoint rather than a strategic inflection point. The absence of disclosed share movements, executive compensation shifts, or partnership announcements means no new data affects extension voting mechanics, deal progression metrics, or sponsor governance signals. Every assertion regarding the lack of material activity derives exclusively from the filing text [0001213900-25-114956], which attributes the zero-transaction declaration directly to director Cohen. The document confirms routine regulatory adherence with no impact on redemption calendars, trust valuations, or target acquisition velocity.
What changed: SEC Form 3 — insider ownership report. Per the filing, Director Seth Farbman reported no non-derivative transactions or holdings. Consequently, there were no changes in insider equity positions or reported trades. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the document provides no updates; the contractually stated deadline of 2027-05-25 and trust share value of $10.2 remain unchanged. The document contains no claims, projections, or disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements. Why it matters: For investors tracking SPAC mechanics and director alignment, this routine compliance exhibit establishes a neutral baseline during the SEARCHING phase. The absence of reported insider buying or selling indicates no immediate shift in director-level conviction or capital allocation relative to the trust account. Because the filing lacks substantive operational or financial data, it does not advance the target acquisition timeline, alter redemption parameters, or signal extension activity. Investors should continue to monitor issuer press releases, proxy statements, and subsequent Section 16 filings for evidence of management engagement, amendment proposals, or voting events that would materially affect the 2027-05-25 deadline or the $10.2 trust per share trajectory.
What changed: Form 8-A for Registration of Certain Classes of Securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, registering units, Class A ordinary shares, and underlying rights for listing on The Nasdaq Stock Market LLC. SC II Acquisition Corp. filed to register its capital structure components for Nasdaq trading: Units (each comprising one Class A ordinary share and one right), Class A ordinary shares (par value $0.0001 per share), and Rights (each entitling the holder to receive one-fifth (1/5) of one Class A ordinary share). The filing incorporates by reference the security descriptions from the Company’s original Form S-1 (File No. 333-290917, originally filed October 16, 2025). Per your tracking parameters, the registrant’s status remains SEARCHING, with a reported trust/share value of $10.2 and a stated deadline of 2027-05-25. No amendments to redemption mechanics, trust administration, extension clauses, or target acquisition progress are disclosed. Execution authority is attributed to Chief Executive Officer Menachem Shalom, dated November 25, 2025. Why it matters: This is a routine administrative exchange registration following the initial public offering and effective registration statement. It does not trigger redemption windows, alter trust distributions, extend deadlines, or provide material updates on business combination negotiations, sponsor conduct, or operational strategy. The document contains zero references to customer contracts, revenue metrics, market size, technology roadmaps, partnerships, litigation, or personnel changes beyond the executorial signature. For investors monitoring the $10.2 trust/share baseline and the 2027-05-25 deadline, this filing confirms listing mechanics without advancing or delaying deal execution risk. Any material evolution in valuation, extension votes, or redemption pricing will require separate proxy statements, amended S-1s, or 8-K announcements.
What changed: Form 3 — insider ownership report. The filing identifies four reporting persons—SC Capital II Sponsor LLC (noted as a 10% owner), Nukkleus Defense Technologies, Inc. (10% owner), Nukkleus Inc. (10% owner), and Shalom Menachem (director, CEO)—but the filer explicitly documents that there were 'No non-derivative transactions or holdings reported.' No insider purchases, sales, or derivative adjustments occurred. Why it matters: Attributed to the submitting reporting persons, the absence of any recorded equity movement leaves the SPAC’s mechanical framework untouched: the redemption deadline remains fixed at 2027-05-25, the per-share trust value stays at $10.2, and the SEARCHING status proceeds without sponsor-funded extension maneuvers or target-deal pacing adjustments. Beyond the compliance-level acknowledgment of existing 10% holders and the director-CEO title, the document contains no substantive claims regarding customer pipelines, revenue trajectories, market sizing metrics, strategic technology roadmaps, partnership architectures, litigation exposures, or executive departures. As a routine regulatory snapshot filed on 2025-11-25, it informs redemption-calendar trackers that no sudden capital withdrawal, defensive warrant exercise, or leadership-driven liquidity event is unfolding, thereby stabilizing near-term expectations around the trust account and shareholder voting timeline despite the lack of active M&A disclosures.
What changed: A Form 3 initial statement of beneficial ownership of securities, functioning as a routine regulatory compliance exhibit filed under Section 16(a) of the Securities Exchange Act. The filing discloses that Chief Financial Officer Yarkoni Asaf reported no non-derivative transactions or registrant holdings. Consequently, there are no modifications to the redemption schedule, trust account valuation mechanics, business combination deadline, extension vote procedures, or sponsor conduct indicators. Deal progress and search status remain unaffected as no insider equity movements or governance actions are recorded. Why it matters: 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.
What changed: A Form 3 — routine compliance exhibit for insider ownership reporting. The filing states that Director Regev Rachel Yael Vidal reported no non-derivative transactions or holdings. It contains no numerical disclosures, dollar amounts, or date references beyond the CIK identifier [0001213900-25-114955]. No figures, metrics, or timeframes appear in the text regarding redemption mechanics, trust balances, extension windows, target selection progress, or sponsor conduct. Per the submitted language, there are no claims attributed to management, the board, or external advisors concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements. Why it matters: As a standard SEC registration-style exhibit, this Form 3 filing confirms the absence of insider equity activity without triggering any mechanical adjustments to the SPAC’s capital structure, voting thresholds, or timeline. Investors tracking the issuer’s SEARCHING phase, trust preservation, and redemption calendar will find no substantive signals here: no director purchases or sales, no pre-deal position building, and no governance shifts are documented. The submission satisfies routine reporting obligations while leaving all existing parameters and investor decision points unchanged.
What changed: Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933 for the initial public offering of SC II Acquisition Corp., a blank check company searching for a business combination target. This is a preliminary prospectus subject to completion. Filing updates the initial S-1 (filed Oct. 16, 2025) with unaudited financial statements through Sept. 30, 2025, expands disclosure on non-managing sponsor investors (8 institutional investors buying 165,000 private placement units and receiving indirect interests in 1,999,998 founder shares), adds detailed risk factors including PFIC status, Investment Company Act exposure, and sponsor conflict of interest with Nukkleus Inc. (NASDAQ: NUKK), and revises description of securities and redemption mechanics. No change to offering size (15,000,000 units at $10.00) or trust deposit amount ($150 million). Why it matters: 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.
What changed: Registration Statement on Form S-1 for a blank check company (SPAC) initial public offering, filed with the SEC on October 16, 2025. This is the preliminary prospectus for SC II Acquisition Corp.'s IPO of up to 17,250,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-fifth of an additional Class A ordinary share upon a business combination. Initial S-1 filing; no prior registration. Establishes all key terms of the IPO: 15,000,000 firm units (plus 2,250,000 over-allotment), $150M–$172.5M trust, $10.00 per share trust value, 18-month deadline to complete a business combination (extendable by up to two three-month periods with sponsor deposits of $1.5M–$1.725M per extension), public redemption rights (per share = aggregate trust amount ÷ outstanding public shares), a 15% cap on redemptions by any single beneficial owner if a vote is held. Sponsor to purchase 255,000 private placement units at $10.00 each ($2.55M). Founder shares (7,392,857 Class B shares, up to 964,286 forfeitable) purchased for $25,000 (~$0.003/share). Lock-up: founder shares for 6 months post-business combination, private placement units for 30 days. Non-managing sponsor investors may acquire indirect interests in 180,375 private placement units and 1,803,750 founder shares. The company has no target selected and no substantive discussions initiated. Why it matters: 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).
What changed: Confidential draft Form S-1 registration statement and preliminary prospectus for an initial public offering of 15,000,000 SPAC units. No prior public filings exist for comparison. The document establishes baseline mechanics: a 24-month completion window from IPO closing, renewable via shareholder vote extending the deadline up to 36 months total, which simultaneously triggers a cash redemption option equal to the aggregate amount then on deposit in the trust account divided by outstanding public shares. The trust account is initially set to hold $150,000,000 ($10.00 per public share). Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.