TMTS SEC filings, in plain English
Everything Spartacus Acquisition II has filed with the SEC that we hold — 28 filings, newest first, 26 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: Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A for Spartacus Acquisition Corp. II (TMTS). FIRST, as identified, this document is a Joint Filing Agreement. SECOND, regarding mechanics: the filing leaves the redemption deadline of 2028-02-12, the reported trust reserve of $10.12 per share, the SEARCHING status, and all parameters governing extensions, sponsor conduct, or deal progress entirely unmodified. It solely executes a procedural agreement under Rule 13d-1(k) allowing Harraden Circle Investments, LLC and Managing Member Frederick V. Fortmiller, Jr. to file one consolidated Schedule 13G/A on mutual behalf. THEREFORE, there are no new terms reshaping the redemption calendar or trust mechanics. THIRD, regarding other substance: the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Any descriptive references originate exclusively from the signatories’ execution of the filing on August 14, 2026. Why it matters: For investors tracking TMTS, this filing confirms stable, unamended co-ownership reporting ahead of the 2028-02-12 deadline without introducing dilution, governance shifts, or strategic updates. The $10.12 trust reserve remains untouched, signaling no immediate pressure to redeem, extend, or liquidate. As a routine compliance exhibit, it preserves the existing capital-structure baseline rather than advancing the target-search timeline, making it a structural steady-state marker rather than a catalyst event.
What changed: A Schedule 13G beneficial ownership report identified by SEC receipt number [0001688382-26-000035], naming three affiliated parties: Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC. The submission text lists only holder identifiers and carries no disclosure of aggregate shares acquired, percentage ownership, purchase dates, funding sources, or transaction purpose. It therefore registers no adjustment to SPAC redemption mechanics, does not alter the stated trust composition, signals no extension or shareholder vote timeline, provides no update on business combination or target qualification status, and offers no observable indicator of sponsor governance or capital deployment behavior. Why it matters: As a routine regulatory ownership registration, it establishes the legal entity stack behind the stakeholder group but withholds the quantitative and contextual disclosures required to model redemption pressure, trust preservation needs, or deal execution probability. Investors tracking liquidation triggers, deadline proximity, or sponsor conduct should monitor subsequent amendments or proxy filings for share counts, amendment dates, and purpose statements that would materially shift control assessments or cash-flow forecasting; this excerpt functions as a procedural catalog rather than a valuation or timeline catalyst.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by Spartacus Acquisition Corp. II, a blank-check SPAC still searching for a business combination target. No material changes to the SPAC's search status or trust mechanics. The trust account value increased to $232,797,250 ($10.12 per share) from $230,000,000 at IPO, reflecting $2,797,250 of interest income net of $300,000 working capital withdrawal. Net income for the six months was $2,828,130. No redemptions, extensions, or target announcements occurred. The company continues to search for a target business in the TMT sector with a deadline of February 12, 2028. Why it matters: This filing confirms the SPAC remains on track with a healthy trust balance and no redemptions, providing reassurance to investors. The trust per-share value has increased slightly above the IPO price, indicating no adverse trust events. The absence of a target announcement or deadline extension suggests the sponsor is still in the early stages of its search, with over 20 months remaining before the deadline.
What changed vs 2026-05-12trust $231.1M → $232.8M +1%trust account, redeemable shares, combination deadline +11 moved · 3 with no prior record of ours
- Trust account
- $231.1M$232.8M
- Redeemable shares
- not previously extracted23.0M
- Combination deadline
- 2028-02-12 · unchanged
- Mandate language
- we are focusing our search on telecommunications, media and … · unchanged
SpacBrain reads this as $1,744,563 was added to the trust between the two filings.
The clause …“assets 1,237,884 188,884 Long-term prepaid expenses 38,133 Investments held in Trust Account 232,797,250 Total Assets $ 234,073,267 $ 188,884 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders”…
The clause …“no shares of Class A Ordinary Shares issued or outstanding (other than the 23,000,000 shares subject to possible redemption), respectively. Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 Class B”…
The clause …“and (y) the distribution of the Trust Account, as described below. We have until February 12, 2028 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later”…
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: Routine compliance exhibit (Joint Filing Agreement attached to a Schedule 13G beneficial ownership report). The document reports no shifts to the redemption deadline, trust mechanics, extension status, deal progress, or sponsor conduct because it contains solely the procedural agreement for a Schedule 13G statement. Under the document’s own terms, Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong agree to file jointly for statements dated as of August 3, 2026 pursuant to Rule 13d-1(k). The agreement is dated August 4, 2026 and signed by Saul Ahn as General Counsel, Authorized Signatory, and Attorney-in-Fact per a Power of Attorney dated June 10, 2019. It cross-references a previous filing on June 19, 2019 concerning Haymaker Acquisition Corp II. No share counts, ownership percentages, or acquisition-related milestones appear in the text. Why it matters: Schedule 13G filings identify passive beneficial owners exceeding statutory thresholds, a disclosure that generally signals stable, long-dated capital rather than activist campaigns capable of accelerating redemptions or forcing early conversions. The joint filing mechanism described in the exhibit simply consolidates administrative duties among affiliated investment vehicles, confirming coordinated regulatory compliance without changing economic exposure or sponsor oversight. Because the companion Schedule 13G data pages listing exact share quantities and cost allocations are absent, neither the aggregate block size relative to the outstanding float nor any linkage to current target search operations can be derived from this text alone. The historical reference to Haymaker Acquisition Corp II demonstrates recurring participation across multiple SPAC sponsors, yet the filing itself stops at procedural ratification under SEC rules, leaving substantive valuation and timing metrics unverified until the primary Schedule 13G is examined.
What changed: Schedule 13G joint acquisition statement pursuant to Rule 13d-1(k). The filing consists exclusively of a routine compliance acknowledgment dated May 13, 2026, executed by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross confirming they filed one regulatory statement on behalf of all three parties. Bearing directly on your tracked mechanics, the exhibit discloses nothing: it contains no share counts, percentage thresholds, purchase prices, or acquisition dates, meaning it does not advance the target search, alter the 2028-02-12 deadline, impact the $10.12 per-share trust balance, trigger redemption windows, or signal sponsor conduct changes. Regarding other substance, the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel—only standard legal boilerplate assigning joint responsibility for future amendments and attesting to the completeness and accuracy of the underlying, unreproduced Schedule 13G. Why it matters: The exhibit is procedurally sufficient for SEC joint-filing rules but provides zero incremental data on ownership concentration, deal timing, or capital preservation relative to the stated trust value or deadline. Investors tracking Spartacus Acquisition II receive no actionable signal of impending business combination activity, extension voting alignment, or liquidity pressure from this document alone.
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.
What changed: A Form 8-A filing for registration of certain classes of securities under Section 12(b) or (g) of the Securities Exchange Act of 1934. As a routine compliance exhibit, this filing does not alter the redemption deadline, trust valuation, extension authority, deal progress, or sponsor conduct standards. The company identifies three registered instrument classes: units, each comprising one Class A ordinary share and one-third of one redeemable warrant; Class A ordinary shares carrying a par value of $0.0001 per share; and whole redeemable warrants exercisable at $11.50 per share. Why it matters: For investors tracking SPAC mechanics, this filing confirms the SEC’s formal acceptance of the Nasdaq listing for the IPO’s core equity and warrant structure without amending trust ledgers, redemption triggers, or business combination countdowns. Because it defers all substantive security definitions to the December 2025 prospectus and introduces zero operational, financial, or governance updates, it preserves the existing redemption calendar and sponsor constraints while clearing administrative hurdles for continuous public trading.
What changed: SEC Form 3 (Insider Ownership Report) submitted by director Christoper W Downie to register initial or updated beneficial ownership for Spartacus Acquisition Corp. II. The filing explicitly declares 'No non-derivative transactions or holdings reported,' meaning there are zero adjustments to redemption countdowns, trust reserve levels, extension voting calendars, business combination pipeline status, or sponsor behavior. Why it matters: Per the filer’s direct statement, this routine regulatory entry confirms that director Christoper W Downie recorded no share acquisitions, dispositions, or derivative exercises for the reporting window. Investors tracking insider alignment, capital call timing, or potential conflict-of-interest disclosures can treat this as a verified baseline that preserves existing equity structures without triggering proxy solicitations, special committee reviews, or trust drawdowns.
What changed: A Form 3 initial statement of beneficial ownership for director Peter D. Aquino with respect to Spartacus Acquisition Corp. II, filed on 2026-02-10 under accession number 0001213900-26-014485. The filing attributes 'No non-derivative transactions or holdings reported' to Aquino. Accordingly, there are no recorded acquisitions or transfers of shares, options, warrants, or convertible instruments. There is no movement in the stated trust value ($10.12 per share), no alteration to the February 12, 2028 business combination deadline, no extension proposals, no updated deal progress, and no new information regarding sponsor conduct. Why it matters: Investors tracking redemption timelines and insider alignment should note that the schedule reflects zero disclosed public equity or derivative exposure for the named director. Because Form 3 disclosures routinely omit founder shares, promissory note conversions, or positions held through management affiliates, the absence of reported holdings does not confirm full transparency regarding sponsor capital commitment or affect the underlying trust mechanics. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements; it is a routine compliance exhibit that formally logs Aquino’s unreported position status as of the filing date.
What changed: A routine compliance exhibit: a Form 3 initial statement of beneficial ownership filed on 2026-02-10 by Director Eric J. Edidin for Spartacus Acquisition Corp. II (TMTS), categorically disclosing 'No non-derivative transactions or holdings reported.'. Per the submission by the reporting insider, there were zero acquisitions, dispositions, or recorded beneficial ownership levels for TMTS securities. This null disclosure confirms that director equity positions remained static, leaving the reported $10.12 per share trust balance and the 2028-02-12 deadline unaffected by any sponsor-directed private placements, extension financing, or pre-deal position building. Why it matters: For investors monitoring redemption mechanics, trust preservation, and sponsor conduct during the SEARCHING phase, the director's filing establishes a verified baseline of market neutrality. Because the Form 3 contains no share quantities, exercise prices, or transaction timestamps, it provides no advance indication of capital injections, warrant conversions, or governance shifts that typically precede an extension vote or business combination signature. The absence of reported insider movements requires capital allocators to continue relying on scheduled periodic releases and definitive merger proxies for substantive updates to the trust trajectory or acquisition timeline.
What changed: routine compliance exhibit / Form 3 — insider ownership report. The filing states that Igor Volshteyn, director and Chief Executive Officer of Spartacus Acquisition Corp. II, reported no non-derivative transactions or holdings. This confirms no changes to insider equity positions or executive trading activity during the covered period, leaving the sponsor’s capital posture static and providing no immediate impact on shareholder redemption mechanics, trust account liquidity, or the stated operational timeline. Why it matters: Investors tracking the searching status and trust valuation receive uneventful governance signaling. As recorded by the reporting person, the absence of transactional disclosure eliminates near-term variables that could affect extension voting thresholds or signal altered risk appetite ahead of the next capital event, maintaining baseline regulatory transparency without altering capital structure assumptions.
What changed: Form 3 — an initial statement of beneficial ownership of securities filed as a routine compliance exhibit to disclose baseline insider positions. The filing lists Spartacus Sponsor II LLC and Tiber Ventures, Inc. as 10% owners each, but explicitly notes 'no non-derivative transactions or holdings reported.' This introduces zero adjustments to the redemption deadline of 2028-02-12, the recorded trust/share value of $10.12, the SEARCHING status, or any tracker metrics for extension voting, sponsor conduct, or deal pipeline progression. Why it matters: As a baseline ownership anchor, this submission does not move the needle on shareholder liquidity mechanics, trust accumulation, or target selection timelines. The reporting persons themselves submitted no forward-looking statements, customer metrics, revenue data, technology claims, partnership announcements, or litigation updates during this cycle. Because the document contains only static ownership declarations without transactional movement, it carries no immediate financial or structural impact on redemption behavior or sponsor accountability, though it establishes the reference point for future Form 4 filings that would reflect actual warrant exercises, open-market purchases, or share transfers.
What changed: Form 3 insider ownership report filed by Chief Financial Officer Mark Paul Szynkowski for Spartacus Acquisition Corp. II. The filing states that Mr. Szynkowski reported no non-derivative transactions or holdings. It does not modify the SPAC’s SEARCHING status, alters neither the $10.12 per share trust value nor the 2028-02-12 deadline, and introduces no amendment to existing extensions or redemption procedures. Why it matters: For investors tracking redemption calendars, trust mechanics, or sponsor conduct, this Form 3 confirms baseline beneficial ownership without disclosing any insider purchases, sales, or derivative exercises. Because the document contains no updates on target search progress, business combination negotiations, trust utilization, or sponsor voting behavior, it represents standard regulatory disclosure rather than a catalyst for investor action. The absence of transactional activity or strategic announcements means the redemption deadline and trust reserve remain on track per prior filings.
What changed: A Request for Acceleration of Effectiveness of a Registration Statement on Form S-1, submitted by Chief Executive Officer Igor Volshteyn to the SEC Division of Corporation Finance on January 29, 2026, pursuant to Rule 461 of the Securities Act of 1933. Chief Executive Officer Igor Volshteyn formally requested that the Form S-1, originally filed December 23, 2025, become effective at 4:00 p.m. ET on January 30, 2026. Why it matters: The SEC's decision on Mr. Volshteyn's acceleration request dictates when the registration statement clears, which gates subsequent public offerings, PIPE placements, and shareholder voting logistics. Pending clearance administratively pauses new capital deployment and partnership finalization. The document identifies the sponsor's office at 3800 N Lamar Blvd, Suite 200 Austin, TX 78756 and names Ellenoff Grossman & Schole LLP as counsel.
What changed: A correspondence letter (CORRESP) from underwriter BTIG, LLC to the SEC Division of Corporation Finance requesting acceleration of the effective date for Spartacus Acquisition Corp. II’s Form S-1 registration statement. This filing is a regulatory acceleration request; it reports no amendment to the redemption calendar, trust value, extension mechanism, or sponsor conduct. As stated by BTIG, LLC (through Managing Director Paul Wood), the letter asks the SEC to accelerate the S-1 effective date to 4:00 p.m. Eastern time on January 30, 2026. Why it matters: Accelerating the S-1 effective date advances the regulatory pipeline for the SPAC’s public market listing and subsequent capital raise, which supplies the cash reserves required to begin an initial business combination search. The explicit hold on executing the underwriting agreement and confirming trades pending FINRA clearance signals standard compliance sequencing rather than a negotiated structural shift for public shareholders.
What changed: Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) for an initial public offering by Spartacus Acquisition Corp. II, a blank check company. This is a routine S-1/A filing that updates exhibits for the IPO. No changes to deal mechanics, trust value, or deadlines. Key new exhibits include the Underwriting Agreement (Ex. 1.1), Amended and Restated Memorandum and Articles of Association (Ex. 3.2), Warrant Agreement (Ex. 4.4), and legal opinions (Ex. 5.1, 5.2). The IPO remains at 20,000,000 units at $10.00 per unit, trust at $200,000,000, 24-month deadline from closing date, and the sponsor's $3,825,000 private placement warrant purchase. Why it matters: 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.
What changed: SEC Division of Corporation Finance administrative correspondence (no-review letter) regarding a Form S-1 registration statement. The SEC staff notified CEO Igor Volshteyn that it has not reviewed and will not review the Form S-1 registered under File No. 333-292421, filed December 23, 2025. The SEC directed the company to Rules 460 and 461 concerning acceleration requests and asserted that company and management retain responsibility for disclosure accuracy. Why it matters: The Division of Corporation Finance’s decision to withhold a formal pre-effectiveness review removes the typical pathway for receiving staff comments that identify missing data, accounting discrepancies, or liability gaps before the registration becomes operative. The SEC explicitly reserves the right to intervene if deficiencies surface later, meaning the sponsor’s search and negotiation timeline now carries heightened regulatory execution risk rather than streamlined SEC clearance.
What changed: S-1 registration statement filed by Spartacus Acquisition Corp. II for its initial public offering of up to 23,000,000 units (assuming full over-allotment) at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, with the proceeds to be held in a trust account pending a business combination. This is the initial S-1 filing. It establishes the terms of the SPAC IPO for the first time: $200 million trust ($10.00 per unit), 24-month deadline from offering closing, redemption rights, sponsor founder shares at $0.003 per share, private placement warrants, and a statement that no target has been selected and no substantive discussions have occurred. Why it matters: 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).
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.