Spartacus Acquisition II

This filing completes the exhibit package necessary for the SEC to declare the S-1 effective, enabling the IPO to proceed. The Underwriting Agreement confirms firm commitment terms and the 180-day lock-up on founder shares and private placement warrants. The Amended and Restated Memorandum and Articles of Association formalize the post-IPO governance structure, including mandatory redemption rights for public shareholders and a 24-month completion window.

The filing provides all baseline terms for evaluating the SPAC: trust value ($10.00 per share), deadline (24 months from closing, extendable with shareholder vote), sponsor economics (founder shares at nominal cost, creating potential conflicts), and redemption mechanics. It confirms the SPAC is pre-deal and still searching in TMT (telecommunications, media, technology).

What changed: Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed by Spartacus Acquisition Corp. II (TMTS), a blank check company that completed its IPO on February 12, 2026. This is the first 10-Q since the IPO. The company reports cash of $954,131, trust account of $231,052,687 (including ~$1.05 million interest), net income of $899,846 from interest income, and a working capital of $918,194. No business combination target has been identified, and no substantive discussions have occurred. The company has a 24-month combination period ending February 12, 2028. The trust value per share is $10.03 as of March 31, 2026. Why it matters: The filing confirms the trust account value, the deadline, and the lack of progress toward a business combination. It provides the baseline for tracking trust erosion, redemption thresholds, and sponsor conduct. The net interest earned increases the trust per share slightly, which is positive for shareholders.

What changed: A Form 8-K Current Report containing an Item 8.01 Other Events disclosure and a dated March 31, 2026 press release announcing the commencement of separate trading for previously bundled units. The filing confirms no alterations to the redemption mechanics, trust account balance per share, liquidation deadline, business combination pipeline, or sponsor governance. According to the press release, beginning April 2, 2026, holders of TMTSU units may elect to separate them into distinct Class A ordinary shares (TMTS) and whole redeemable warrants (TMTSW). The document states each warrant carries an exercise price of $11.50 per share and that no fractional warrants will be issued upon decoupling. Separations require shareholders to instruct their brokers to contact transfer agent Continental Stock Transfer & Trust Company to effect the split. The disclosure also publicly identifies the leadership roster: Chairman Peter D. Aquino, Chief Executive Officer Igor Volshteyn, Chief Financial Officer Mark Szynkowski, and board members Christopher Downie, David Marshack, and Eric Edidin. Under the stated investment thesis, management intends to focus its initial business combination target search on technology, media, and telecommunications sectors across any stage of corporate development. Why it matters: For investors tracking the redemption window and trust value, this is a routine capital structure normalization that leaves the valuation floor, shareholder vote thresholds, and the February 12, 2028 termination clock unchanged; the unit split merely removes the mandatory bundling of equity and derivatives without diluting outstanding shares or altering redemption payout mechanics. Enabling independent trading of the shares and warrants increases secondary market liquidity and allows separate pricing discovery of the leveraged upside component ahead of any merger announcement. The explicit naming of the executive team and board provides clearer attribution of fiduciary oversight responsibilities during the remaining pre-deal search phase, though the filing itself introduces no changes to the trust, extension timeline, or acquisition progress.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (filed March 27, 2026). This is the first annual report since inception (November 4, 2025). It reports that the IPO consummated on February 12, 2026 (after the fiscal year-end) placed $230 million in the trust account ($10.00 per public share at IPO, now approximately $10.12 per share with accrued interest). No business combination target has been selected. The deadline to complete a deal is February 12, 2028. The report also discloses a $983,250 share-based compensation charge for advisor shares issued to an affiliate of the capital markets advisor, and confirms the sponsor's nominal purchase of founder shares at $0.003 per share. Standard redemption mechanics, lock-up provisions, and sponsor indemnification are detailed. No extension requests or redemption activity have occurred yet. Why it matters: This filing establishes the baseline financial condition of the SPAC post-IPO, confirms the trust size and per-share redemption price, and provides the concrete timeline for the business combination. It also reveals the potential dilution from founder shares and warrants, and the sponsor's significant economic incentive to complete a deal (founder shares acquired at $0.003 vs. $10.00 public offering price). The absence of a target or any substantive discussions highlights that the search is in early stages. Investors tracking redemption deadlines and deal progress will note the 24-month window ending February 12, 2028.

What changed: A joint filing agreement submitted as Exhibit 99.1 to a Schedule 13G beneficial ownership report. This exhibit confirms that RP Investment Advisors LP and four affiliated vehicles (RP Select Opportunities Master Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund, and RP Alternative Credit Opportunities Fund) will consolidate their required Section 13 and Section 16 disclosures into a single SEC submission. Richard Pilosof, identified as Chief Executive Officer of RP Investment Advisors LP, executed the agreement on February 20, 2026. The text does not modify Spartacus Acquisition II’s searching status, does not propose a business combination deadline extension, and makes no adjustments to the trust account or redemption mechanics. Why it matters: For investors monitoring redemption windows, trust value integrity, and sponsor conduct, this document governs administrative reporting convenience rather than deal progression or capital structure. Because the exhibit omits beneficial ownership percentages, stakeholders cannot determine whether any party entered, exited, or maintained a 5% reporting threshold relative to previous filings. No statements regarding target identification, pipeline valuation, strategic partnerships, revenue projections, personnel changes, or litigation appear in the text, meaning the filing serves exclusively as a procedural compliance instrument for the investment group and provides no actionable signals regarding the SPAC’s path to de‑SPAC or liquidity events.

What changed: Form 8-K reporting the consummation of the company’s Initial Public Offering and accompanying audited balance sheet. Per the company’s 8-K, it consummated its IPO on February 12, 2026, issuing 23,000,000 units at $10.00 per unit for $230,000,000 in gross proceeds, and simultaneously executed a private placement warrant purchase agreement selling 4,125,000 warrants to Spartacus Sponsor II LLC for $4,125,000. The audited financial statements show $230,000,000, equating to $10.00 per public share, was deposited into a U.S.-based trust account overseen by Continental Stock Transfer & Trust Company. The organizational notes establish a 24-month completion window expiring February 12, 2028, triggering mandatory redemptions thereafter. According to the notes, any target acquisition must carry a fair market value equal to at least 80% of the net trust balance at the time an agreement is signed. The sponsor letter agreement, as described in the notes, requires the sponsor to waive redemption rights for founder and public shares, relinquish liquidation claims on founder shares if the window lapses, cast founder votes in favor of the deal, and indemnify the trust if third-party claims drain assets below the lesser of $10.00 per share or the actual per-share balance, excluding claims waived by third parties or underwriter-related liabilities. Note 2 confirms up to $1,500,000 of working capital loans may convert into private placement warrants at $1.00 per warrant. Note 5 discloses a $10,000 monthly administrative services reimbursement beginning February 10, 2026, and records a subsequent repayment of the $252,021 related-party promissory note on February 19, 2026. Note 6 details a $2,300,000 deferred underwriting discount released upon business combination completion and confirms the underwriters’ full exercise of their 3,000,000-unit over-allotment option, which permanently satisfied the forfeiture condition attached to 1,000,000 founder shares. Why it matters: This 8-K and the attached audited balance sheet finalize the trust architecture and redemption timeline for Spartacus Acquisition II. By documenting the $230,000,000 trust deposit ($10.00 per share) and the fixed February 12, 2028 liquidation trigger, the filing establishes the mechanical floor for shareholder redemptions and the hard deadline for the sponsor’s business combination efforts. The contractual 80% net-trust valuation threshold for target acquisition, combined with the sponsor’s indemnification obligation back to the lesser of $10.00 per share or actual balance, structures the downside protection and alignment mechanics that will govern whether public shareholders redeem or remain invested through a merger. The ability to convert up to $1,500,000 in working capital loans into private warrants at $1.00 per warrant introduces a specific liquidity and dilution pathway if cash is drawn pre-combination. Monthly $10,000 administrative reimbursements and the $2,300,000 deferred underwriting liability represent ongoing and contingent outflows that will affect the final distributable trust balance. Management’s internal warrant pricing parameters—specifically a $0.46 per-warrant fair value derived from a 40.0% probability of de-SPAC assumption—provide a disclosed metric for tracking secondary market expectations against the static trust composition. Investors can now map the exact trust balance, per-share baseline, and statutory redemption schedule against the sponsor’s operational milestones without extrapolation.

What changed: A Joint Filing Agreement (Exhibit A) accompanying a Schedule 13G beneficial ownership report. The filing records a procedural consent dated February 19, 2026, executed 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., stipulating that their consolidated Schedule 13G statement and any subsequent amendments—including amendments on Schedule 13D—will be filed on behalf of all listed parties under Rule 13d-1(k) of the Securities Exchange Act of 1934. Why it matters: According to the joint filing agreement, this document merely coordinates disclosure obligations among the Harraden Circle family vehicles and Mr. Fortmiller; it contains no statements altering Spartacus Acquisition Corp. II’s business combination pathway, shareholder redemption windows, trust account distribution mechanics, or sponsor governance practices. The text discloses no target company criteria, valuation metrics, customer demographics, revenue projections, competitive landscape assessments, intellectual property portfolios, commercial partnerships, regulatory proceedings, or leadership changes. Consequently, the SPAC’s reported SEARCHING status, trust balance parameters, and February 12, 2028, liquidation horizon remain unadjusted by this submission.

What changed: This is an 8-K filed by Spartacus Acquisition Corp. II (TMTS) on February 17, 2026, announcing the completion of its initial public offering (IPO) on February 12, 2026. It is a routine compliance filing that includes as exhibits all the core formation documents of a newly public SPAC: the underwriting agreement, amended charter, warrant agreement, trust agreement, registration rights agreement, sponsor warrant purchase agreement, insider letter, administrative services agreement, and form of indemnity agreement. The SPAC completed its IPO, issuing 23,000,000 units (including 3,000,000 from a fully exercised over-allotment) at $10.00 per unit for total gross proceeds of $230,000,000. This filing (which references the IPO's pricing on Feb. 10 and closing on Feb. 12) provides the final executed exhibits for the first time in a public filing, formally documenting the trust structure, sponsor economics, and insider lock-ups. The trust now holds $230,000,000 ($10.00 per public share). The sponsor purchased 4,125,000 private placement warrants at $1.00 each. Why it matters: This filing definitively establishes the mechanics for the 24-month hunt period ending February 2028. Key deadlines for investors: the deadline to complete a business combination is 24 months from the IPO closing (February 12, 2028); warrants become exercisable 30 days after a business combination; and the lock-up on founder shares expires six months post-combination (or earlier if the stock hits $12.00 for 20 days out of 30). The trust value is precisely $10.00 per share. The sponsor's cost basis for its 7,666,667 founder shares is approximately $0.0033 per share, creating a potential alignment or dilution concern for public shareholders. This document is the baseline against which all future deal terms and sponsor conduct will be measured.

What changed: Prospectus filed pursuant to Rule 424(b)(4) accompanying the registration statement for the initial public offering of 20,000,000 units of Spartacus Acquisition Corp. II. This filing establishes the baseline mechanics for Spartacus Acquisition Corp. II ahead of its anticipated February 12, 2026 market launch. The prospectus states a trust account will be funded with $200,000,000 (or $230,000,000 if the underwriters fully exercise their 45-day over-allotment option) held at Continental Stock Transfer Trust Company. Why it matters: The document dictates the liquidity framework, dilution exposure, and extension parameters for investors. Because redemption payouts depend on the actual trust balance net of the specified $300,000 annual interest withdrawal cap and tax allowances, the eventual distribution may diverge from standard market conventions. The 24-month operational window capped at 36 months establishes the absolute timeline for liquidation or merger. Anti-dilution mechanics tied to the 25% founder stake and cashless warrant exercises introduce explicit equity compression risks.

What changed: SEC Form 3 — Insider Ownership Report. Per the filing, reporting director Marshack David Scott has 'No non-derivative transactions or holdings reported.' Consequently, there are no alterations to insider or sponsor equity stakes, no recalibrations of the trust account per share, no amendments to the February 12, 2028 business combination deadline, and no shifts in redemption eligibility or extension voting status. Why it matters: This routine compliance exhibit confirms that board ownership remains static, which maintains existing sponsor alignment and prevents dilution or mandatory cash flows during the current search phase. Because the filing contains no claims regarding customer contracts, revenue streams, market sizing, technology roadmaps, partnership negotiations, or executive personnel changes, investors receive no tactical catalysts for the February 12, 2028 deadline or trust distribution schedules. Capital deployment timelines and target evaluation progress remain unchanged pending a substantive operational or deal-related disclosure.