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SC II Acquisition Corp. entered into a non-binding letter of intent on March 31, 2026 with an unnamed payments technology company for a potential business combination in which SC II would acquire 100% of the target’s equity and equity equivalents.
The LOI is only a preliminary expression of interest, with no obligation for either party to complete the transaction. Only limited provisions such as exclusivity, confidentiality, waiver of claims against SC II’s trust account, and governing law are binding. The company highlights forward-looking risks, including failure to agree definitive terms, inability to satisfy closing conditions or obtain regulatory approvals, potential termination of the LOI, disruption to operations, transaction costs, and the level of redemptions by SC II’s public shareholders.
SC II Acquisition Corp. is a Cayman Islands-based blank check company formed in June 2025 to complete a Business Combination. It completed an IPO of 17,250,000 Public Units at $10.00 each, raising $172,500,000, and sold 255,000 Private Placement Units for an additional $2,550,000.
A total of $172,500,000 was placed in a Trust Account, supporting a Redemption Price of about $10.02 per Public Share as of December 31, 2025. The company must complete a Business Combination by May 25, 2027, with the option to extend to November 25, 2027. As of March 31, 2026, it had 17,505,000 Class A and 7,392,857 Class B Ordinary Shares outstanding, with founder and private securities structured to convert and potentially dilute public holders under anti-dilution provisions.
SC II Acquisition Corp. received an amended Schedule 13G showing that a group of Harraden Circle investment entities and Frederick V. Fortmiller, Jr. collectively report beneficial ownership of 950,400 shares of Class A common stock, representing 5.43% of the class.
The shares are held through several Delaware limited partnerships and LLCs, with Harraden Circle Investments, LLC as investment manager and Mr. Fortmiller as managing member of key general partners. The group reports shared power to vote and dispose of all 950,400 shares and no sole voting or dispositive power.
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of SC II Acquisition Corp., but instead are held for investment, consistent with the Schedule 13G framework.
SC II Acquisition Corp. received a Schedule 13G reporting that Glazer Capital, LLC and its managing member Paul J. Glazer beneficially own 1,485,000 Class A ordinary shares, representing 8.61% of the class as of 12/31/2025.
The shares are held through Glazer Capital-managed funds, with shared voting and dispositive power over all reported shares and no sole power. The filers state the securities were acquired and are held in the ordinary course of business, not to change or influence control of the company.
Mizuho Financial Group, Inc. reports beneficial ownership of 1,000,000 common shares of SC II Acquisition Corp., representing 5.7% of the class as of the reported event. Mizuho has sole voting and dispositive power over these shares, with no shared authority.
The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of SC II Acquisition Corp. The shares are directly held by Mizuho Securities USA LLC, a wholly owned subsidiary of Mizuho Financial Group, Inc.
Karpus Management, Inc., doing business as Karpus Investment Management, has disclosed a significant ownership position in SC II Acquisition Corp. common stock. Karpus reports beneficial ownership of 2,985,904 shares, representing 11.99% of the class, with sole voting and dispositive power over all reported shares.
Karpus is a New York–based registered investment adviser and states that the shares are held in accounts it manages in the ordinary course of business. It also certifies that the investment is not intended to change or influence control of SC II Acquisition Corp.
SC II Acquisition Corp. reported that investors who bought its units in the initial public offering will soon be able to trade the components separately. Each unit currently includes one Class A ordinary share and one right to receive one-fifth of a Class A ordinary share upon completion of the company’s first business combination. Starting January 20, 2026, holders may elect to divide these units so that the Class A ordinary shares and the share rights trade on their own.
Units will continue to trade on the Nasdaq Global Market under the symbol SCIIU if they are not separated. Once separated, the Class A ordinary shares are expected to trade under the symbol SCII, and the share rights under SCIIR. Holders who want to separate their units must have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent, to complete the process.
Shaolin Capital Management LLC and David Puritz have filed a Schedule 13G reporting a passive stake in SC II Acquisition Corp. They report beneficial ownership of 999,977 Class A ordinary shares, representing 5.71% of the class as of the event date of 12/31/2025. The filing states that they have sole power to vote and dispose of all reported shares, with no shared voting or dispositive power. They also certify that the securities were not acquired and are not held for the purpose of changing or influencing control of the company.