---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-116088"
form_type: "8-K"
ticker: "SCII"
cik: "0002076739"
company_name: "SC II Acquisition Corp."
filed_at: "2025-11-28T23:59:59+00:00"
generated_at: "2026-05-16T16:18:48.171725+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# SC II Acquisition Corp. closes $172.5M IPO and $2.55M private placement

## Summary
- Sold 17,250,000 units at $10.00/unit, including full over-allotment exercise.
- Concurrent private placement of 255,000 units to Sponsor raised $2.55M.
- $172.5M from IPO and private placement deposited into trust account.
- Appointed Seth Farbman, Rachel Vidal Regev, and Yariv Cohen as independent directors.
- Units trade on Nasdaq as SCIIU; separate trading of shares and rights expected under SCII and SCIIR.

## SEC filing metadata
- accession: 0001213900-25-116088
- form_type: 8-K
- ticker: SCII
- cik: 0002076739
- company_name: SC II Acquisition Corp.
- filed_at: 2025-11-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/0001213900-25-116088-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/ea0267268-8k_sc2acq.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-116088
- JSON: https://secwatch.observer/filing/0001213900-25-116088.json
- Plain text: https://secwatch.observer/filing/0001213900-25-116088.txt

## Key facts
- Equity Issuances
  SC II Acquisition Corp. issued 255,000 units of unit to SC Capital II Sponsor, LLC for $10.00 per Private Placement Unit.
  - Security: unit
  - Shares: 255,000 units
  - Purchaser: SC Capital II Sponsor, LLC
  - Consideration: $10.00 per Private Placement Unit
  source text: the Company completed the private sale of an aggregate of 255,000 units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/0001213900-25-116088-index.htm
- Governance Changes
  SC II Acquisition Corp.: Filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-11-25).
  - Change: charter amendment
  - Effective: 2025-11-25
  source text: On November 25, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on November 25, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/0001213900-25-116088-index.htm
- Material Agreements
  SC II Acquisition Corp. entered into Private Placement Units Purchase Agreement with SC Capital II Sponsor, LLC (effective 2025-11-25).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: SC Capital II Sponsor, LLC
  - Effective: 2025-11-25
  source text: A Private Placement Units Purchase Agreement, dated November 25, 2025 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor
  evidence_url: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/0001213900-25-116088-index.htm
- Material Agreements
  SC II Acquisition Corp. entered into Registration Rights Agreement with SC Capital II Sponsor, LLC and certain security holders (effective 2025-11-25).
  - Action: entry
  - Counterparty: SC Capital II Sponsor, LLC and certain security holders
  - Effective: 2025-11-25
  source text: A Registration Rights Agreement, dated November 25, 2025, by and among the Company, SC Capital II Sponsor, LLC (the “Sponsor”) and certain security holders
  evidence_url: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/0001213900-25-116088-index.htm
- Material Agreements
  SC II Acquisition Corp. entered into Rights Agreement with Continental Stock Transfer & Trust Company (effective 2025-11-25).
  - Action: entry
  - Counterparty: Continental Stock Transfer & Trust Company
  - Effective: 2025-11-25
  source text: A Rights Agreement, dated November 25, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as Share Rights agent
  evidence_url: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/0001213900-25-116088-index.htm
- Material Agreements
  SC II Acquisition Corp. entered into Underwriting Agreement with D. Boral Capital LLC (effective 2025-11-25).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: D. Boral Capital LLC
  - Effective: 2025-11-25
  source text: An Underwriting Agreement, dated November 25, 2025, by and between the Company and D. Boral Capital LLC, as representative of the several underwriters
  evidence_url: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/0001213900-25-116088-index.htm
- Material Agreements
  SC II Acquisition Corp. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2025-11-25).
  - Action: entry
  - Counterparty: Continental Stock Transfer & Trust Company
  - Effective: 2025-11-25
  source text: An Investment Management Trust Agreement, dated November 25, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee
  evidence_url: https://www.sec.gov/Archives/edgar/data/2076739/000121390025116088/0001213900-25-116088-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.