SC II Acquisition Corp. Files 8-K with Key Agreements & Officer Changes
Ticker: SCIIU · Form: 8-K · Filed: Nov 28, 2025 · CIK: 2076739
Sentiment: neutral
Topics: material-agreement, equity-sale, officer-changes, corporate-action
Related Tickers: SCIIU
TL;DR
SCII filed an 8-K detailing a material agreement, equity sales, and exec changes. Watch closely.
AI Summary
SC II Acquisition Corp. filed an 8-K on November 28, 2025, reporting a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers. The filing also noted amendments to its articles of incorporation or bylaws and other events.
Why It Matters
This 8-K filing indicates significant corporate actions by SC II Acquisition Corp., including potential new agreements and changes in its leadership structure, which could impact its strategic direction and investor relations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks related to the company's operations and financial structure.
Key Players & Entities
- SC II Acquisition Corp. (company) — Filer of the 8-K report
- 0001213900-25-116088 (filing_id) — Accession number for the 8-K filing
- 20251125 (date) — Conformed period of report for the 8-K
- 20251128 (date) — Filing date of the 8-K
FAQ
What is the nature of the material definitive agreement entered into by SC II Acquisition Corp.?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
What type of equity securities were sold in the unregistered sale reported?
The filing mentions unregistered sales of equity securities, specifically referencing SCIIU:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember, SCIIU:ClassOrdinarySharesParValue0.0001PerShareMember, and SCIIU:RightsEachRightEntitlingHolderToReceiveOnefifth15OfOneClassOrdinaryShareMember.
Were there any changes in the board of directors or executive officers of SC II Acquisition Corp.?
Yes, the filing reports on the departure of directors or certain officers, the election of directors, and the appointment of certain officers, as well as compensatory arrangements.
Did SC II Acquisition Corp. amend its articles of incorporation or bylaws?
Yes, the filing indicates amendments to articles of incorporation or bylaws and a change in fiscal year.
What is the primary business of SC II Acquisition Corp. according to its SIC code?
SC II Acquisition Corp. is classified under SIC code 6770, which corresponds to 'BLANK CHECKS'.
Filing Stats: 1,852 words · 7 min read · ~6 pages · Grade level 11.5 · Accepted 2025-11-28 16:10:40
Key Financial Figures
- $0.0001 — LC Class A ordinary shares, par value $0.0001 per share SCII The Nasdaq Stock Mar
- $10.00 — ents. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
- $172,500,000 — rating gross proceeds to the Company of $172,500,000. Each Unit consists of one Class A ordi
- $100,000 — the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds hel
Filing Documents
- ea0267268-8k_sc2acq.htm (8-K) — 59KB
- ea026726801ex1-1_sc2acq.htm (EX-1.1) — 244KB
- ea026726801ex3-1_sc2acq.htm (EX-3.1) — 340KB
- ea026726801ex4-1_sc2acq.htm (EX-4.1) — 82KB
- ea026726801ex10-1_sc2acq.htm (EX-10.1) — 91KB
- ea026726801ex10-2_sc2acq.htm (EX-10.2) — 135KB
- ea026726801ex10-3_sc2acq.htm (EX-10.3) — 41KB
- ea026726801ex10-4_sc2acq.htm (EX-10.4) — 45KB
- ea026726801ex10-5_sc2acq.htm (EX-10.5) — 105KB
- ea026726801ex10-6_sc2acq.htm (EX-10.6) — 12KB
- ea026726801ex99-1_sc2acq.htm (EX-99.1) — 6KB
- ea026726801ex99-2_sc2acq.htm (EX-99.2) — 6KB
- 0001213900-25-116088.txt ( ) — 1628KB
- sciiu-20251125.xsd (EX-101.SCH) — 4KB
- sciiu-20251125_def.xml (EX-101.DEF) — 27KB
- sciiu-20251125_lab.xml (EX-101.LAB) — 37KB
- sciiu-20251125_pre.xml (EX-101.PRE) — 25KB
- ea0267268-8k_sc2acq_htm.xml (XML) — 7KB
Underwriting
Underwriting Agreement, dated November 25, 2025, by and between the Company and D. Boral Capital LLC, as representative of the several underwriters. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Rights Agreement, dated November 25, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. 10.1 Investment Management Trust Agreement, dated November 25, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.2 Registration Rights Agreement, dated November 25, 2025, by and among the Company, the Sponsor and certain security holders. 10.3 Private Placement Units Purchase Agreement, dated November 25, 2025, by and between the Company and the Sponsor. 10.4 Letter Agreement, dated November 25, 2025, by and among the Company, the Sponsor and the officers and directors of the Company. 10.5 Form of Indemnity Agreement. 10.6 Administrative Services Agreement, dated November 25, 2025, by and between the Company and Nukkleus Defense Technologies, Inc. 99.1 Press Release, dated November 25, 2025. 99.2 Press Release, dated November 28, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SC II Acquisition Corp. By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer Dated: November 28, 2025 4