Filing Analysis
SC II Acquisition Corp. has terminated a non-binding letter of intent (LOI) with an unnamed payments technology company. The Company stated it no longer intends to pursue the proposed business combination.
🚩 Red Flags
- Failure to complete a business combination (de-SPAC) as intended.
- Loss of primary transaction target for a SPAC structure.
📋 Key Facts
- Termination of LOI effective July 12, 2026.
- The target was a payments technology company.
- The original LOI was entered into on March 31, 2026.
- The Company has no further obligations under the LOI except for confidentiality.
SC II Acquisition Corp. announced the consummation of its initial public offering (IPO) and a simultaneous private placement on November 28, 2025. The company raised gross proceeds totaling $175,050,000, which have been placed in a U.S.-based trust account.
📋 Key Facts
- Consummated IPO of 17,250,000 units at $10.00 per unit (includes 2,250,000 over-allotment option).
- Completed private placement of 255,000 units at $10.00 per unit.
- Total gross proceeds from both offerings equal $175,050,000.
- Each Unit consists of one Class A ordinary share and one right to receive 1/5 of a Class A ordinary share upon business combination.
- Net proceeds placed in a trust account at Continental Stock Transfer & Trust Company.
SC II Acquisition Corp. has successfully consummated its initial public offering (IPO), raising gross proceeds of $172,500,000 through the sale of 17,250,000 units at $10.00 per unit.
🚩 Red Flags
- Standard SPAC structure: funds are held in trust and subject to redemption if a business combination is not completed within 18-24 months.
- Related-party transaction via the sale of Private Placement Units to the Sponsor.
📋 Key Facts
- Consummated IPO of 17,250,000 units (including 2,250,000 over-allotment option) at $10.00 per unit.
- Gross proceeds from the IPO total $172,500,000.
- Each unit consists of one Class A ordinary share and one 'Share Right' (entitling holder to 1/5 of a Class A Ordinary Share upon business combination).
- Completed private sale of 255,000 units to the Sponsor at $10.00 per unit via Private Placement Units Purchase Agreement.
- Appointed Seth Farbman, Rachel Vidal Regev, and Yariv Cohen to the Board of Directors; established Audit and Compensation committees.