SC II Acquisition Corp. Files S-1 for $150M SPAC IPO

TL;DR

**Avoid SCIIU; the sponsor's cheap founder shares and ability to extend without shareholder approval create a high-risk, low-reward scenario for public investors.**

AI Summary

SC II Acquisition Corp. (SCIIU) filed an S-1 for an initial public offering of 15,000,000 units at $10.00 per unit, aiming to raise $150,000,000. Each unit comprises one Class A ordinary share and one right to receive one-fifth of a Class A ordinary share upon business combination. The company is a blank check company, a SPAC, with no selected business combination target as of the October 16, 2025 filing. SC Capital II Sponsor LLC, an indirect subsidiary of Nukkleus Inc. (NUKK), will purchase 255,000 private placement units for $2,550,000. The sponsor also acquired 7,392,857 Class B ordinary shares for a nominal price of $25,000, or approximately $0.003 per share, which will result in significant dilution for public shareholders. The SPAC has 18 months, extendable up to 24 months with sponsor payments of $1,500,000 per three-month extension, to complete an acquisition. Conflicts of interest are noted due to the sponsor's low cost basis and potential fees for officers and directors.

Why It Matters

This S-1 filing signals SC II Acquisition Corp.'s intent to raise $150 million, providing a new investment vehicle for those seeking exposure to a yet-to-be-identified private company. For investors, the significant dilution from the sponsor's Class B shares, acquired at $0.003 each, presents a notable risk, potentially eroding returns. Employees of a future target company could see their compensation tied to a public entity, while customers might experience changes in service or product offerings post-merger. In the competitive SPAC market, SC II's structure, particularly the sponsor's ability to extend the search period without shareholder approval and the potential for conflicts of interest, differentiates it and could influence its ability to attract a quality target.

Risk Assessment

Risk Level: high — The risk level is high due to several factors, including the significant dilution from the sponsor's 7,392,857 Class B ordinary shares purchased for a nominal $25,000, or approximately $0.003 per share. Additionally, the sponsor can extend the business combination period up to two times, each by three months, by depositing $1,500,000 per extension, without requiring shareholder approval or redemption rights for public shareholders, which deviates from traditional SPAC structures and increases sponsor control.

Analyst Insight

Investors should exercise extreme caution and likely avoid SCIIU due to the substantial dilution from founder shares and the sponsor's ability to extend the search period without shareholder consent. The inherent conflicts of interest and the lack of a specific target make this a speculative investment with significant downside risk for public shareholders.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $150,000,000 — Target IPO proceeds (Represents the total capital SC II Acquisition Corp. aims to raise from its initial public offering of 15,000,000 units at $10.00 each.)
• 15,000,000 — Units offered (The number of units being sold in the initial public offering, each priced at $10.00.)
• $10.00 — Offering price per unit (The price at which each unit, consisting of one Class A ordinary share and one Share Right, is offered to the public.)
• 255,000 — Private placement units (The number of units SC Capital II Sponsor LLC has committed to purchase at $10.00 per unit.)
• $2,550,000 — Sponsor private placement purchase price (The aggregate amount SC Capital II Sponsor LLC will pay for its private placement units.)
• 7,392,857 — Class B ordinary shares (The number of Class B ordinary shares purchased by the sponsor, subject to surrender based on over-allotment.)
• $25,000 — Sponsor Class B share purchase price (The total amount paid by the sponsor for the Class B ordinary shares, resulting in a nominal per-share cost of approximately $0.003.)
• 30% — Sponsor ownership post-IPO (The target ownership of founder shares by initial shareholders, on an as-converted basis, of issued and outstanding ordinary shares upon consummation of the offering (excluding private placement shares).)
• 18 months — Initial business combination deadline (The period from the closing of the offering within which SC II Acquisition Corp. must complete its initial business combination.)
• $1,500,000 — Extension payment per 3 months (The amount the sponsor must deposit into the trust account for each three-month extension of the business combination period.)

Key Players & Entities

• SC II Acquisition Corp. (company) — Registrant for S-1 filing
• SC Capital II Sponsor LLC (company) — Sponsor of SC II Acquisition Corp.
• Nukkleus Inc. (company) — Parent company of SC Capital II Sponsor LLC
• Menachem Shalom (person) — Chief Executive Officer of SC II Acquisition Corp.
• Douglas S. Ellenoff (person) — Counsel from Ellenoff Grossman & Schole LLP
• Stuart Neuhauser (person) — Counsel from Ellenoff Grossman & Schole LLP
• Simon Raftopoulos (person) — Counsel from Appleby (Cayman) Ltd.
• Alexandra Low (person) — Counsel from Appleby (Cayman) Ltd.
• Mitchell S. Nussbaum (person) — Counsel from Loeb & Loeb LLP
• David J. Levine (person) — Counsel from Loeb & Loeb LLP

FAQ

Risk Factors

• Dilution from Sponsor Shares [high — financial]: The sponsor acquired 7,392,857 Class B ordinary shares for a nominal price of $25,000, or approximately $0.003 per share. This low cost basis for a significant number of shares will result in substantial dilution for public shareholders upon conversion and potential future transactions.
• Extension Payment Burden [medium — financial]: The SPAC has 18 months to complete a business combination, extendable up to 24 months. Each three-month extension requires a sponsor payment of $1,500,000. This significant financial commitment by the sponsor highlights the potential difficulty in finding a suitable target within the initial timeframe and places a financial burden on the sponsor.
• Lack of Target and Business Plan [high — operational]: SC II Acquisition Corp. is a blank check company with no selected business combination target and has not initiated substantive discussions. This lack of a defined strategy or target introduces significant uncertainty regarding the future direction and success of the company.
• Potential Conflicts of Interest [medium — legal]: Conflicts of interest may arise due to the sponsor's low cost basis in founder shares and potential fees for officers and directors involved in the SPAC's operations and potential business combination. This could lead to decisions that prioritize sponsor or management interests over those of public shareholders.
• Redemption Restrictions [low — market]: While public shareholders have redemption rights, there are restrictions on redeeming more than 15% of shares sold in the offering without prior consent if a shareholder vote is held for the business combination. This could limit liquidity for large shareholders in certain scenarios.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has seen significant activity, driven by companies seeking alternative routes to public markets. However, increased regulatory scrutiny and a more challenging macroeconomic environment have led to a more discerning investor base. SPACs are now under pressure to identify attractive targets and execute business combinations efficiently within their mandated timelines.

Regulatory Implications

SPACs are subject to SEC regulations, including disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. Recent regulatory focus has been on sponsor compensation, conflicts of interest, and the accuracy of forward-looking statements. Compliance with these regulations is critical for the successful completion of the IPO and subsequent business combination.

What Investors Should Do

1. Analyze Sponsor Dilution
2. Evaluate Target Identification Process
3. Understand Redemption Terms
4. Monitor Sponsor's Financial Commitment

Key Dates

• 2025-10-16: Filing of S-1 Registration Statement — Marks the initial public filing for the SPAC's IPO, providing details on its structure, offering, and intentions.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that is created to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (SC II Acquisition Corp. is a SPAC, meaning its primary purpose is to find and merge with an operating business.)

Units

A security consisting of multiple components, in this case, one Class A ordinary share and one Share Right. (Investors purchase units in the IPO, which are then separated into individual securities.)

Share Rights

A right to receive a fraction of a Class A ordinary share (one-fifth in this case) upon the consummation of a business combination. (These rights represent potential future dilution for existing shareholders and are part of the unit offering.)

Class B ordinary shares

Shares typically held by the sponsor, often with different voting rights or conversion terms compared to Class A shares, and subject to forfeiture or adjustment based on performance or business combination outcomes. (The sponsor's Class B shares are acquired at a nominal cost and are a key source of potential dilution.)

Trust Account

A segregated account where the proceeds from the IPO are held until a business combination is completed or the SPAC liquidates. (The funds in the trust account are used for redemptions by public shareholders and to fund the business combination.)

Sponsor

The entity that forms and finances the SPAC, typically investing capital in exchange for founder shares and private placement units. (SC Capital II Sponsor LLC is the sponsor for SC II Acquisition Corp., with significant implications for dilution and governance.)

Redemption Rights

The right of public shareholders to sell their shares back to the SPAC for cash, typically at the IPO price plus accrued interest, upon a business combination or liquidation. (This is a key feature for public investors, providing an exit mechanism if they do not approve of the proposed business combination.)

Year-Over-Year Comparison

This is the initial S-1 filing for SC II Acquisition Corp., therefore, there are no prior filings to compare key metrics against. The document outlines the proposed IPO structure, including the offering size of $150,000,000, the unit composition, sponsor's private placement, and the SPAC's operational timeline and extension provisions.

Key Financial Figures

• $150,000,000 — BJECT TO COMPLETION, OCTOBER 16, 2025 $150,000,000 SC II Acquisition Corp. 15,000,000
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $1,803,750 — ercised) at a price of $10.00 per unit ($1,803,750 in the aggregate) in a private placemen
• $0.003 — nterests at a nominal purchase price of $0.003 per underlying founder share to the non
• $14,000 — te of our sponsor in an amount equal to $14,000 per month for office space, utilities a
• $300,000 — n of this offering, we will repay up to $300,000 in loans made to us by our sponsor to c
• $1,500,000 — our initial business combination, up to $1,500,000 of such loans may be convertible into u
• $1,725,000 — the trust account $1,500,000, or up to $1,725,000 if the underwriters' over -allotment op
• $0.10 — -allotment option is exercised in full ($0.10 per share in either case) (an "extensio
• $3,000,000 — nth extension (or up to an aggregate of $3,000,000 (or $3,450,000 if the underwriters' ove
• $3,450,000 — or up to an aggregate of $3,000,000 (or $3,450,000 if the underwriters' over -allotment op
• $0.20 — otment option is exercised in full), or $0.20 per share if we extend for the full six
• $100,000 — (less taxes, if any, payable and up to $100,000 of interest income to pay dissolution e
• $150 m — ent units described in this prospectus, $150 million, or $172.5 million if the underwr
• $172.5 million — ed in this prospectus, $150 million, or $172.5 million if the underwriters' overallotment opti

Filing Documents

• ea0250841-02.htm (S-1) — 4047KB
• ea025084102ex3-1i_sc2acq.htm (EX-3.1(I)) — 8KB
• ea025084102ex3-1ii_sc2acq.htm (EX-3.1(II)) — 219KB
• ea025084102ex3-2_sc2acq.htm (EX-3.2) — 347KB
• ea025084102ex4-1_sc2acq.htm (EX-4.1) — 20KB
• ea025084102ex4-2_sc2acq.htm (EX-4.2) — 20KB
• ea025084102ex4-3_sc2acq.htm (EX-4.3) — 24KB
• ea025084102ex4-4_sc2acq.htm (EX-4.4) — 84KB
• ea025084102ex5-1_sc2acq.htm (EX-5.1) — 12KB
• ea025084102ex5-2_sc2acq.htm (EX-5.2) — 43KB
• ea025084102ex10-1_sc2acq.htm (EX-10.1) — 44KB
• ea025084102ex10-2_sc2acq.htm (EX-10.2) — 91KB
• ea025084102ex10-3_sc2acq.htm (EX-10.3) — 135KB
• ea025084102ex10-4_sc2acq.htm (EX-10.4) — 41KB
• ea025084102ex10-5_sc2acq.htm (EX-10.5) — 105KB
• ea025084102ex10-6_sc2acq.htm (EX-10.6) — 21KB
• ea025084102ex10-7_sc2acq.htm (EX-10.7) — 51KB
• ea025084102ex10-8_sc2acq.htm (EX-10.8) — 12KB
• ea025084102ex14-1_sc2acq.htm (EX-14.1) — 53KB
• ea025084102ex23-1_sc2acq.htm (EX-23.1) — 2KB
• ea025084102ex99-1_sc2acq.htm (EX-99.1) — 45KB
• ea025084102ex99-2_sc2acq.htm (EX-99.2) — 33KB
• ea025084102ex99-3_sc2acq.htm (EX-99.3) — 2KB
• ea025084102ex99-4_sc2acq.htm (EX-99.4) — 2KB
• ea025084102ex99-5_sc2acq.htm (EX-99.5) — 2KB
• ea025084102ex-fee_sc2acq.htm (EX-FILING FEES) — 22KB
• ex5-2_001.jpg (GRAPHIC) — 2KB
• ex5-2_002.jpg (GRAPHIC) — 10KB
• 0001213900-25-099647.txt ( ) — 9169KB
• ck0002076739-20251016.xsd (EX-101.SCH) — 7KB
• ck0002076739-20251016_def.xml (EX-101.DEF) — 12KB
• ck0002076739-20251016_lab.xml (EX-101.LAB) — 108KB
• ck0002076739-20251016_pre.xml (EX-101.PRE) — 65KB
• ea0250841-02_htm.xml (XML) — 1164KB
• ea025084102ex-fee_sc2acq_htm.xml (XML) — 10KB

From the Filing

As filed with the U.S. Securities and Exchange Commission on October 16, 2025. Registration No. 333-[_______] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ SC II Acquisition Corp. (Exact name of registrant as specified in its charter) _________________________________ Cayman Islands 6770 98-1876716 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 575 Fifth Avenue 14 th Floor New York, NY 10017 (646) 257 -4214 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _________________________________ Menachem Shalom Chief Executive Officer 575 Fifth Avenue 14 th Floor New York, NY 10017 (646) 257 -4214 (Name, address, including zip code, and telephone number, including area code, of agent for service) _________________________________ Copies to: Douglas S. Ellenoff Stuart Neuhauser Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11 th Floor New York, NY 10105 (212) 370-1300 Simon Raftopoulos Alexandra Low Appleby (Cayman) Ltd. 9 th Floor, 60 Nexus Way Camana Bay Grand Cayman, KY1 -1104 (345) 949 -4900 Mitchell S. Nussbaum David J. Levine Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel: (212) 407 -4000 _________________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $150,000,000 SC II Acquisition Corp. 15,000,000 Units SC II Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combinat

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