Filed 2026-03-31 · Period ending 2025-12-31 · 52,863 words · SEC EDGAR
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# SC II Acquisition Corp. (SCII) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001213900-26-037422 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2076739/000121390026037422/) **Origin leaf:** 8bd7fe917c6e65cff4e8d36561fa6ba56227ce1c0ce34a7379baa1a3745fda7c **Words:** 52,863 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** | (Mark One) | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the fiscal year ended December 31, 2025** or | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the transition period from to ** **Commission file number: 001-42977** **** **SCII Acquisition Corp.** **(Exact name of registrant as specified in its charter)** **** | Cayman Islands | | 98-1876716 | | | (Stateorotherjurisdictionof incorporationororganization) | | (I.R.S.Employer IdentificationNo.) | | **** | 575 Fifth Avenue, 14th Floor New York, New York | | 10017 | | | (Addressofprincipalexecutiveoffices) | | (ZipCode) | | **** **Registrants telephone number, including area code: (646) 257-4214** **Securities registered pursuant to Section12(b) of the Act:** **** | Titleofeachclass | | Trading Symbol(s) | | Nameofeachexchangeon whichregistered | | | Units, each consisting of one Class A Ordinary Share and one Right | | SCIIU | | The Nasdaq Stock Market LLC | | | | | | | | | | Class A Ordinary Shares, par value $0.0001 per share | | SCII | | The Nasdaq Stock Market LLC | | | | | | | | | | Rights, each Right entitling the holder to receive one-fifth (1/5) of one Class A Ordinary Share | | SCIIR | | The Nasdaq Stock Market LLC | | **Securities registered pursuant to Section12(g) of the Act: None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo 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. | Largeacceleratedfiler | | | | Acceleratedfiler | | | | | Non-accelerated filer | | | | Smallerreportingcompany | | | | | 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 Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The registrants securities were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2025. The registrants Units begin trading on the Global Market tier of The Nasdaq Stock Market LLC on November 26, 2025 and the registrants Class A Ordinary Shares and Rights began trading on the Global Market tier of The Nasdaq Stock Market LLC on January 20, 2026. Accordingly, there was no market value for the registrants common equity as of the last business day of the second fiscal quarter of 2025 The aggregate market value of the registrants outstanding Units, other than Units held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Units on December 31, 2025, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $173,707,500. As of March 31, 2026, there were 17,505,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,392,857 ClassB Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. **SCII ACQUISITION CORP.** **FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025** **** **TABLE OF CONTENTS** | | | PAGE | | | PART I | | | | | Item 1. | Business. | | 1 | | | Item 1A. | Risk Factors. | | 20 | | | Item 1B. | Unresolved Staff Comments. | | 30 | | | Item 1C. | Cybersecurity. | | 30 | | | Item 2. | Properties. | | 30 | | | Item 3. | Legal Proceedings. | | 30 | | | Item 4. | Mine Safety Disclosures. | | 30 | | | | | | | | | PART II | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | | 31 | | | Item 6. | [Reserved] | | 32 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. | | 32 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | | 36 | | | Item 8. | Financial Statements and Supplementary Data. | | 36 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | | 36 | | | Item 9A. | Controls and Procedures. | | 36 | | | Item 9B. | Other Information. | | 37 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | | 37 | | | | | | | | | PART III | | | | | Item 10. | Directors, Executive Officers and Corporate Governance. | | 38 | | | Item 11. | Executive Compensation. | | 42 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | | 44 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence. | | 46 | | | Item 14. | Principal Accountant Fees and Services. | | 48 | | | | | | | | | PART IV | | | | | Item 15. | Exhibit and Financial Statement Schedules. | | 49 | | | Item 16. | Form 10-K Summary. | | 49 | | | | | | | | | SIGNATURES | | 51 | | i **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** This Report (as defined below), including, without limitation, statements under Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations, includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words believe, estimate, anticipate, expect, intend, plan, may, will, potential, project, predict, continue, should, could or would or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. We have based these forward-looking statements on our Managements (as defined below) current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management, but actual results may differ materially due to various factors, including, but not limited to: | | | our ability to select an appropriate target business or businesses; | | | | the pool of prospective target businesses; | | | | our ability to complete our initial Business Combination; | | | | our expectations regarding the potential performance of the prospective target business or businesses; | | | | our success in retaining or recruiting our officers, key employees or directors following our initial Business Combination; | | | | our officers and directors ability to allocate sufficient time to reviewing and considering our initial Business Combination, including considerations related to potential conflicts of interest; | | | | the potential issues associated with entering into a Business Combination agreement with an acquisition target that subsequently declines in value or is unprofitable; | | | | our potential ability to obtain additional financing to complete our initial Business Combination, if needed; | | | | the ability of our Management Team (as defined below) to generate and execute on potential acquisition opportunities that will generate value for our shareholders; | | | | our public securities potential liquidity and trading; | | | | our ability to use proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; | | | | our Trust Account potentially being subject to claims of third parties; | | | | the value of the Founder Shares (as defined below) following completion of our initial Business Combination likely being substantially higher than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially less than the Redemption Price (as defined below); | | | | the impact on the amount held in the Trust Account, our capitalization, principal shareholders and other effects on our Company (as defined below) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules; | | | | our financial performance; or | | | | the other risks and uncertainties discussed in Item 1A. Risk Factors below. | | ii The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Unless otherwise stated in this Report, or the context otherwise requires, references to: | | Administrative Services Agreement are to the Administrative Services Agreement, dated November 25, 2025, which we entered into with an affiliate of our Sponsor (as defined below); | | | | Amended and Restated Articles are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; | | | | ASC are to the FASB (as defined below) Accounting Standards Codification; | | | | Audit Committee are to the audit committee of our Board of Directors (as defined below); | | | | Board of Directors or Board are to our board of directors; | | | | Business Combination are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; | | | | Certifying Officers are to our Chief Executive Officer and Chief Financial Officer, together; | | | | Class A Ordinary Shares are to our Class A ordinary shares, par value $0.0001 per share; | | | | Class B Ordinary Shares are to our Class B ordinary shares, par value $0.0001 per share; | | | | Clawback Policy are to our Executive Compensation Clawback Policy, effective as of November 25, 2025; | | | | Code of Ethics are to the Code of Business Conduct and Ethics we have adopted, which is applicable to our directors, officers and employees; | | | | | Combination Period are to (i) the 18-month period, from the closing of the Initial Public Offering (as defined below) to May 25, 2027, that we have to consummate an initial Business Combination, (ii) the 24-month period, from the closing of the Initial Public Offering to, November 25, 2027, that we have to consummate an initial Business Combination, if we extend the period of time to consummate a Business Combination by the full amount of time, as described in more detail in the Report, or (iii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; | | | | Companies Act are to the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time; | | | | Company, our, we, or us are to SCII Acquisition Corp., a Cayman Islands exempted company; | | | | Compensation Committee are to the compensation committee of our Board of Directors; | | | | Continental are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and rights agent of our Rights (as defined below); | | | | | Deferred Fee are to the additional aggregate fee of $3,450,000 to which the Underwriters (as defined below) are entitled that is payable only upon our completion of the initial Business Combination and shall not be paid from the accrued interest in the Trust Account; | | | | | DWAC System are to the Depository Trust Companys Deposit/Withdrawal At Custodian System; | | iii | | | D.Boral are to D.Boral Capital LLC, the representative of the Underwriters; | | | | Exchange Act are to the Securities Exchange Act of 1934, as amended; | | | | Excise Tax are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; | | | | FASB are to the Financial Accounting Standards Board; | | | | Founder Shares are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be Public Shares (as defined below); | | | | GAAP are to the accounting principles generally accepted in the United States of America; | | | | IFRS are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; | | | | Initial Public Offering or IPO are to the initial public offering that we consummated on November 25, 2025; | | | | Insider Trading Policy are to the insider trading policies and procedures we have adopted; | | | | Investment Company Act are to the Investment Company Act of 1940, as amended; | | | | IPO Promissory Note are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on June 30, 2025; | | | | IPO Registration Statement are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on October 16, 2025, as amended, and declared effective on November 25, 2025 (File No. 333-290917); | | | | JOBS Act are to the Jumpstart Our Business Startups Act of 2012; | | | | Letter Agreement are to the Letter Agreement, dated November 25, 2025, which we entered into with our Sponsor and our directors and officers; | | | | | Management or our Management Team are to our executive officers; | | | | Nasdaq are to The Nasdaq Stock Market LLC; | | | | Nasdaq 36-Month Requirement are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; | | | | | Nasdaq Rules are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; | | | | | | | | | | Nukkleus are to Nukkleus, Inc., a Delaware corporation and the indirect majority owner of our Sponsor; | | | | | | | | | | Nukkleus Defense are to Nukkleus Defense Technologies, Inc., a Delaware corporation and is the sole managing member of our Sponsor; | | iv | | | Option Units are to the 2,250,000 Public Units (as defined below) that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below); | | | | Ordinary Resolution are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); | | | | Ordinary Shares are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; | | | | Over-Allotment Option are to the 45-day option that the Underwriters had to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; | | | | PCAOB are to the Public Company Accounting Oversight Board (United States); | | | | Private Placement are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement (as defined below); | | | | Private Placement Rights are to the rights included within the Private Placement Units purchased by our Sponsor in the Private Placement; | | | | Private Placement Shares are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor in the Private Placement; | | | | Private Placement Units are to the units issued to our Sponsor in the Private Placement; | | | | Private Placement Units Purchase Agreement are to the Private Placement Units Purchase Agreement, dated November 25, 2025, which we entered into with our Sponsor; | | | | | Public Rights are to the rights sold as part of the Public Units, which grant the holder the right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of the Business Combination; | | | | Public Shareholders are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsors and each member of our Management Teams status as a Public Shareholder will only exist with respect to such Public Shares; | | | | Public Shares are to the Class A Ordinary Shares sold as part of the Public Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); | | | | Public Units are to the units sold in our Initial Public Offering, which consist of one Public Share and one Public Right; | | | | | Redemption Price are to the pro rata redemption price in any redemption we expect to pay, which was approximately $10.02 per Public Share as of December 31, 2025 (before taxes payable, if any); | | | | Registration Rights Agreement are to the Registration Rights Agreement, dated November 25, 2025, which we entered into with the Sponsor and the other holders party thereto; | | | | Report are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025; | | | | | Rights are to the Private Placement Rights and the Public Rights, together; | | v | | | Rights Agreement are to the Share Rights Agreement, dated November 25, 2025, which we entered into with Continental, as Rights agent; | | | | Sarbanes-OxleyAct are to the Sarbanes-OxleyAct of 2002, as amended; | | | | SEC are to the U.S. Securities and Exchange Commission; | | | | SEC Clawback Rule are to Rule 10D-1 under the Exchange Act; | | | | Securities Act are to the Securities Act of 1933, as amended; | | | | SPAC are to a special purpose acquisition company; | | | | Special Resolution are to a resolution of our Company passed by at least a two-thirds (2/3) majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); | | | | Sponsor are to SC Capital II Sponsor LLC, a Delaware limited liability company; | | | | Trust Account are to the U.S.-based trust account in which an amount of $172,500,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; | | | | Trust Agreement are to the Investment Management Trust Agreement, dated November 25, 2025, which we entered into with Continental, as trustee of the Trust Account; | | | | Underwriters are to the several underwriters of the Initial Public Offering; | | | | | Underwriting Agreement are to the Underwriting Agreement, dated November 25, 2025, which we entered into with D. Boral, as the representative of the Underwriters, as amended; | | | | Units are to the Private Placement Units and the Public Units, together; | | | | Withum are to WithumSmith+Brown, PC, our independent registered public accounting firm; and | | | | Working Capital Loans are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us. | | vi **PART I** | Item 1. | Business. | | **** **Overview** We are a blank check company incorporated on June 30, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with one or more businesses or entities. We may pursue an initial Business Combination in any business or industry. To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for and consummating a Business Combination. As of the date of this Report, we have not selected any specific Business Combination target. We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business Combination. **Initial Public Offering** Our IPO Registration Statement became effective on November 25, 2025. On November 28, 2025, we consummated our Initial Public Offering of 17,250,000 Public Units, including 2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one Public Right. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $172,500,000. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of 255,000 Private Placement Units to our Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $2,550,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. A total of $172,500,000, comprised of a portion of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee. It is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team consists of (i) Menachem Shalom, our Chief Executive Officer and (ii) Asaf Yarkoni, our Chief Financial Officer. We must complete our initial Business Combination by (i) May 25, 2027, the current end of our Combination Period, which is 18 months from the closing of our Initial Public Offering, (ii) November 25, 2027, which is 24 months from the closing of the Initial Public Offering if we extend the period of time to consummate a Business Combination by the full amount of time as described in more detail in this Report, (iii) such earlier liquidation date as our Board may approve or (iv) such later date as our shareholders may approve pursuant to the Amended and Restated Articles. If our initial Business Combination is not consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report. We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team. **Business Opportunity Overview** Our Management Team and Sponsor believe there is a backlog of companies that are interested in becoming public companies. We believe that because this backlog is substantial, there may be a number of attractive companies that will not be able to list via a traditional initial public offering in the near-term, and therefore may opt to pursue a listing via a SPAC instead. Moreover, we believe current market conditions are causing middle-marketfinancial sponsors and venture capital firms to consider alternative methods for providing liquidity to their limited partners. 1 We believe that many companies are either mid-stagegrowth assets or mature assets generating positive cash flow. In addition to these fundamentals, the sectors contain a large number of privately-heldbusinesses that we believe could benefit from our Managements experience with other companies of accelerating revenue growth, expanding margins and improving capital allocation decision-making. In addition to privately held middle market businesses, we believe many larger companies are in the process of evaluating their portfolios of businesses and reviewing candidates for potential divestitures, which we believe may also prove to be attractive Business Combination targets. Our Chief Executive Officer, Mr. Menachem Shalom, also has significant experience in corporate carve-outs. However, we may encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other SPACs and other entities, domestic and international, competing for the types of businesses we intend to acquire. In recent years, the number of SPACs that have been formed has increased substantially. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Because there are more SPACs seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms, which could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial Business Combination. **Business Strategy** **** Our strategy is to identify, acquire and, after our initial Business Combination, build a business, focused on the industries that stands to benefit from our Management Teams experience and operating capabilities. We distinguish ourselves with our ability to: | | Access our vast network of relationships to develop a distinctive pipeline of acquisition opportunities.We believe the combination of our Chief Executive Officers industry experience and our Managements ability and network of relationships with CEOs, founders, family offices, private equity sponsors and investment banks helps us to identify and evaluate suitable target businesses that could benefit from our operational and strategic expertise and from Managements experience in structuring complex transactions and accessing capital for growth. | | | | Bring unique rigor to the process of identifying and acquiring a private business that will ultimately be well received in the public markets.We believe that our Management Teams track record and experience will provide a distinct advantage for identifying, valuing and completing a Business Combination that will meet our shareholders expectations. | | | | | Revitalize the target company and generate value for shareholders after the Business Combination.Given our Managements experience, we are confident that our officers and directors will be able to drive value after the Business Combination, particularly for businesses that are underperforming, undersized, or poorly managed. By implementing strategies that have proven successful in the past, they intend to focus on accelerating revenue growth, improving profit margins, and fostering a results-drivenculture. | | **Our Management Team and Board of Directors** The past performance of our Management Team and our Board is not a guarantee either (i) of success with respect to any Business Combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination. Further, in recent years, a number of target businesses have underperformed financially post-BusinessCombination. Our shareholders should not rely on the historical record of our Management Teams or our Boards performance as indicative of our future performance. We believe our Management Team is well positioned to take advantage of the growing set of acquisition opportunities focused on companies in the United States and elsewhere, to create value for our shareholders, and that our contacts and relationships, including owners of private and public companies, private equity funds, investment bankers, attorneys, accountants and business brokers, will allow us to generate attractive acquisition opportunities. In addition to supporting us in the areas of investment origination, assessments of key risks and opportunities and due diligence, members of our Board of Directors may also support us after the completion of our Business Combination in overseeing our investment selection and value creation plan and strategy where relevant expertise exists. We believe the significant experience our directors bring will make us a more attractive merger partner. 2 **** **Business Combination Criteria** **** Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines. | | Proven, Established Companies:We aim to acquire well-establishedcompanies with a consistent track record of financial performance. Our focus is on businesses with strong operating results and solid fundamentals. | | | | Strong Free Cash Flow Potential:We target businesses that either already generate or have the potential to generate stable, growing free cash flow. Our emphasis is on companies with predictable revenue streams. | | | | Competitive Advantage:We seek businesses that hold a strong, growing, or specialized market position within their industries. We carefully evaluate the strengths and weaknesses of target companies in comparison to their competitors, aiming to acquire businesses with a competitive edge that can help protect their market position and profitability. | | | | Experienced Management Teams:Our goal is to acquire businesses with skilled and experienced management teams. We see this as an opportunity to build on and further enhance the management capabilities of the acquired company. We plan to collaborate closely with the targets management team, leveraging our executive teams expertise to complement their strengths. | | | | Revenue and Earnings Growth Potential:We target businesses that have demonstrated, or have the potential for, substantial revenue and earnings growth. This could be achieved through organic growth, new market opportunities, expanded production, cost reductions, strategic acquisitions, or improved operational efficiency. | | | | Growing Sectors or Cyclical Opportunities:We focus on sectors showing long-termgrowth or those poised for a cyclical upswing. We believe many industries have seen strong growth recently and possess drivers for continued expansion or are positioned to benefit from positive changes in their industry cycles. | | | | Advantages of Being a Public Company:We seek to acquire companies that stand to benefit from being publicly traded, particularly in terms of greater access to capital and enhanced visibility that comes with a public profile. | | These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our Management may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business Combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. **Prior SPAC Experience** Our Chairman and Chief Executive Officer, Menachem Shalom, and our Chief Financial Officer, Asaf Yarkoni, have experience with blank check companies and serve as executive officers and directors in one other SPAC: **** **Kochav Defense Acquisition Corp. (May 2025)**: Kochav Defense Acquisition Corp. (NASDAQ: KCHVU), a SPAC, completed its $253 million initial public offering in May 2025. Kochav Defense Acquisition Corp. is currently searching for a Business Combination target in the aerospace and defense industries. **** 3 **Our Sponsor** Our Sponsor is a Delaware limited liability company, which was formed in June 2025 to invest in our Company. Although our Sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our Sponsors business is focused on investing in us. Our Sponsor is an indirect wholly owned subsidiary and an affiliate of Nukkleus, a publicly-tradedcompany listed on Nasdaq under the symbol NUKK. Nukkleus is focused on the defense sector. Nukkleus Defense is the sole managing member of our Sponsor, and holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Mr.Menachem Shalom our Chief Executive Officer and a director is also the Chief Executive Officer and a director of Nukkleus. All of our officers and directors are direct or indirect members of our Sponsor. Other than Nukkleus, no other person has a direct or indirect material interest in our Sponsor. Our independent directors have each received, for their services as a director, an indirect interest in 20,000 Founder Shares and our Chief Financial Officer has received an indirect interest in 10,000 Founder Shares (70,000 Founder Shares in the aggregate) through membership interests in our Sponsor but has no right to control the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise. Other than our Management Team, none of the other members of our Sponsor participate in our Companys activities. The managing member holds 68.9% of the Sponsor membership interests reflecting indirect interests in the Founder Shares and 35.3% of the Sponsor membership interests reflecting indirect interests in the Private Placement Units. Because our Sponsor acquired the Founder Shares at a nominal price of $0.003 per share, our Public Shareholders incurred immediate and material dilution upon the closing of the Initial Public Offering. Further, the Class A Ordinary Shares issuable in connection with the conversion of the Founder Shares may result in material dilution to our Public Shareholders due to the anti-dilutionrights of our Founder Shares that may result in an issuance of Class A Ordinary Shares on a greater than one-for-onebasis upon conversion. Additionally, our Public Shareholders may experience dilution from the conversion of the Private Placement Rights converting into 25,500 Class A Ordinary Shares upon consummation of an initial Business Combination Further, our Public Shareholders may experience material dilution if the $1,500,000 in Working Capital Loans is fully advanced by the Sponsor and the Sponsor elects to convert the Working Capital Loans into Private Placement-equivalent units at $10.00 per unit, resulting in the Sponsor receiving an additional 150,000 units of the post-combination company. The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-onebasis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares, or any other equity-linkedsecurities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 30% of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-AllotmentOption and excluding the securities underlying the Private Placement Units issued to the Sponsor), plus (ii) all Class A Ordinary Shares and equity-linkedsecurities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linkedsecurities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement-equivalentunits issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion of any Working Capital Loans) minus (iii) any redemptions of Class A Ordinary Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-onebasis. If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilutionprovision of the Founder Shares result in the issuance of Class A Ordinary Shares on a greater than one-for-onebasis upon conversion of the Founder Shares at the time of our initial Business Combination. In addition, in order to facilitate our initial Business Combination as determined by our Sponsor in its sole discretion, our Sponsor may surrender or forfeit, transfer or exchange our Founder Shares, Private Placement Units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outsor other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A Ordinary Shares upon conversion of the Class B Ordinary Shares at a ratio greater than one-to-oneat the time of our initial Business Combination as a result of the anti-dilutionprovisions as set forth therein. Pursuant to the Letter Agreement, each of our Sponsor, directors and officers has agreed to a lock-upand restrictions on their ability to transfer, assign, or sell the Founder Shares and Private Placement Units (including underlying securities). Further, the Sponsor membership interests are locked up and not transferable because the Letter Agreement prohibits indirect transfers. 4 Our Letter Agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection with Business Combinations for certain other SPACs. While we do not expect our Board to approve any amendment to the Letter Agreement prior to our initial Business Combination, it may be possible that our Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the Letter Agreement. **** **Evaluation of Target Business and Structuring of Our Initial Business Combination** In evaluating a prospective target business, we conduct a due diligence review that encompasses, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry that is made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination transaction. Certain of our Sponsor, including Nukkleus, directors and officers, directly or indirectly, owns Founder Shares and/or Private Placement Units following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. The low price that our Sponsor, including Nukkleus, directors and officers, directly or indirectly, paid for the Founder Shares creates an incentive whereby our Sponsor, including Nukkleus, directors and officers could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. Further, such Sponsor, including Nukkleus, officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination. If we are unable to complete our initial Business Combination within the Combination Period, or by such earlier liquidation date as our Board of Directors may approve, the Founder Shares and the Private Placement Units may expire worthless, except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor, including Nukkleus, directors and officers to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination. Our Sponsor and certain of our officers and directors are, and may in the future become, affiliated with entities (including Nukkleus and Kochav Defense Acquisition Corp., other SPACs, operating companies or investment entities) that are engaged in a similar business to us. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. In addition, our Sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial Business Combination. As a result, our Sponsor, including Nukkleus, officers and directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other blank check company with which they may become involved. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Nukkleus, he or she may honor these obligations and duties to present such Business Combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (unless such opportunity was presented to such individuals in his or her capacity as an officer or director of our Company), subject to their fiduciary duties under Cayman Islands law. Our Amended and Restated Articles provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. Additionally, neither Nukkleus, which controls our Sponsor, nor any other entity currently has any obligation or duty to provide us with any potential Business Combination opportunity. In addition, Nukkleus will require that any Business Combination opportunity that is a corporate opportunity of Nukkleus that may also be a Business Combination opportunity for our Company will first be presented to the board of directors of Nukkleus for consideration as to whether Nukkleus desires to pursue such Business Combination opportunity as a direct investment or to present such opportunity to our Company for consideration. A decision by Nukkleus to pursue an opportunity would preclude us from pursuing it and could have a negative impact on our ability to complete our initial Business Combination. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial Business Combination. 5 The time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination. Because there are numerous SPACs seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close Business Combinations or operate targets post-BusinessCombination. Thus, our ability to identify and evaluate a target company may be impacted by significant competition among other SPACs in pursuing Business Combination transaction candidates and significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. **** **Initial Business Combination** We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Initial Public Offering. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with our initial Business Combination (including pursuant to any forward purchase agreements or backstop agreements into which we may enter), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial Business Combination with a company or business in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution. The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. If our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial Business Combination or used for redemptions of our Class A Ordinary Shares, we may use the balance of the cash released to us from the Trust Account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transactioncompany, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other companies, or for working capital. We may pursue an initial Business Combination in any business or industry. Although our Management will assess the risks inherent in a particular target business with which we may combine, we cannot assure our shareholders that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. We have until May 25, 2027 (or we may, at the Sponsors option, extend two times, each by an additional three (3) months, without shareholder approval, for a total of 24 months, from the closing of the Initial Public Offering, or November 25, 2027) or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within such Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles to further extend the date by which we must consummate our initial Business Combination. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law. 6 If we are unable to complete our initial Business Combination within the Combination Period and do not hold a shareholder vote to amend our Amended and Restated Articles to extend the amount of time we will have to consummate an initial Business Combination, or by such earlier liquidation date as our Board of Directors may approve, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes, if any, payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, subject to applicable law and certain conditions as further described herein. While the pro rata Redemption Price was approximately $10.02 per Public Share as of December 31, 2025, we cannot assure our Public Shareholders that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our Public Shareholders. If we do not complete our initial Business Combination within the Combination Period, while we do not currently intend to seek shareholder approval to amend our Amended and Restated Articles to further extend the amount of time we will have to consummate an initial Business Combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial Business Combination beyond 36 months from the closing of the Initial Public Offering. If we determine not to or are unable to extend the time period to consummate our initial Business Combination or fail to obtain shareholder approval to extend the Combination Period, our Sponsors investment in our Founder Shares and our Private Placement Units may expire worthless, except to the extent they receive liquidating distributions from assets outside the Trust Account. The Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the Deferred Fee, if any, and taxes payable, if any on the interest earned on the Trust Account, and such test the 80% Test). Our Board of Directors will make the determination as to the fair market value of our initial Business Combination. If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our Board of Directors will be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the targets assets or prospects. Additionally, pursuant to the Nasdaq Rules, any initial Business Combination must be approved by a majority of our independent directors. We anticipate structuring our initial Business Combination so that the post-transactioncompany in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such that the post-transactioncompany owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transactioncompany owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transactioncompany owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post-transactioncompany, depending on valuations ascribed to the target and us in the Business Combination. For example, we could pursue a transaction in which we issue a substantial number of new Ordinary Shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new Ordinary Shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding Ordinary Shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transactioncompany, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% Test. If the Business Combination involves more than one target business, the 80% Test will be based on the aggregate value of all of the target businesses. **** **Status as a Public Company** **** We believe our structure makes us an attractive Business Combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other Business Combination with us. In a Business Combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effectivemethod to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical Business Combination transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a Business Combination with us. 7 Furthermore, once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented employees. While we believe that our structure and our Management Teams backgrounds make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial Business Combination, negatively. **Financial Position** With funds available for a Business Combination as of December 31, 2025 in the amount of $ $172,778,783 (before redemptions, taxes payable on the interest earned, if any, and payment of the Deferred Fee), we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us. **Potential Additional Financings** **** We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial Business Combination and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account Should we seek to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our Public Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution and these securities could have rights that rank senior to our Public Shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilutionrights of our Founder Shares, our Public Shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to seek additional financing to complete such proposed initial Business Combination. We may also obtain financing prior to the closing of our initial Business Combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial Business Combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linkedsecurities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop agreements into which we may enter. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. None of our Sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business Combination. 8 **Sources of Target Businesses** **** We believe our Management Teams significant operating and transaction experience and relationships provide us with a substantial number of potential initial Business Combination targets. Over the course of their careers, the members of our Management Team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our Management Team sourcing, acquiring and financing businesses, the reputation of our Management Team and advisors for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our Management Team in executing transactions under varying economic and financial market conditions. This network has provided our Management Team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our Management Team provide us important sources of investment opportunities. In addition, target business candidates are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our Initial Public Offering prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finders fee, consulting fee or other compensation to be determined in an arms length negotiation based on the terms of the transaction. We have not contacted any of the prospective target businesses that our Management Team in their prior SPACs had considered and rejected as target businesses to acquire. However, we may contact such targets subsequent to the closing of the Initial Public Offering if we become aware that such targets are interested in a potential initial Business Combination with us and such transaction would be attractive to our shareholders. Accordingly, there is no current basis for our shareholders to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial Business Combination. Prior to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. We will engage a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest to pursue. Payment of a finders fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles) with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context. 9 **Lack of Business Diversification** **** For an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of diversification may: | | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial Business Combination; and | | | | cause us to depend on the marketing and sale of a single product or limited number of products or services. | | **** **Limited Ability to Evaluate the Targets Management Team** **** Although we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that business, our assessment of the target businesss management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our Management Team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our Management Team will remain with the combined company will be made in connection with our initial Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business. We cannot assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination. Following a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure our shareholders that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. **Shareholders May Not Have the Ability to Approve Our Initial Business Combination** **** We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Articles. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder approval for business or other reasons. Under the Nasdaq Rules, shareholder approval would be required for our initial Business Combination if, for example: | | we issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary Shares then outstanding (other than in a public offering); | | | | any of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares or voting power of 5% or more; or | | | | the issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control. | | The decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us; (ii) the expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination; (iv) other time and budget constraints of our Company; and (v) additional legal complexities of a proposed Business Combination that would be time-consumingand burdensome to present to shareholders. 10 **Permitted Purchases of Our Securities** **** If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such Public Shareholder, although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers, advisors and their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule 10b-18would apply to purchases by Sponsor, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. The purpose of any such transactions could be to (1) reduce the number of Public Rights outstanding and/or increase the likelihood of approval on any matters submitted to the Public Shareholders for approval in connection with our initial Business Combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Our Sponsor, directors, officers, advisors and their affiliates anticipate that they may identify the Public Shareholders with whom our Sponsor, directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting us directly or by our receipt of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing of proxy materials in connection with our initial Business Combination. To the extent that our Sponsor, directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such Public Shareholders has already submitted a proxy with respect to our initial Business Combination but only if such Public Shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, directors, officers, advisors and their affiliates will select from which Public Shareholders to purchase Public Shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing Public Shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. Our Sponsor, directors, officers, advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, officers, advisors and their affiliates were to purchase Public Shares or Public Rights from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5under the Exchange Act including, in pertinent part, through adherence to the following: | | our registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Rights from Public Shareholders outside the redemption process, along with the purpose of such purchases; | | 11 | | if our Sponsor, directors, officers, advisors and their affiliates were to purchase Public Shares or Public Rights from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process; | | | | our registration statement/proxy statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, directors, officers, advisors and their affiliates would not be voted in favor of approving the Business Combination transaction; | | | | our Sponsor, directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | | | | we would disclose in a Current Report on Form 8-K, before our general meeting of shareholders to approve the Business Combination transaction, the following material items: | | | | | the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors and their affiliates, along with the purchase price; | | | | the purpose of the purchases by our Sponsor, directors, officers, advisors and their affiliates; | | | | the impact, if any, of the purchases by our Sponsor, directors, officers, advisors and their affiliates on the likelihood that the Business Combination transaction will be approved; | | | | the identities of our security holders who sold to our Sponsor, directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors and their affiliates; and | | | | the number of our securities for which we have received redemption requests pursuant to our redemption offer. | | **Redemptions in Connection with Our Initial Business Combination** **** **Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination** We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they abstain, vote for, or vote against, our initial Business Combination, upon the completion of our initial Business Combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. As of December 31, 2025, the Redemption Price was approximately $10.02 per Public Share (before taxes payable, if any). Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may hold in connection with the completion of our initial Business Combination. Our proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linkedsecurities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. **** 12 **Manner of Conducting Redemptions** We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Articles would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with the shareholder approval requirements of the Nasdaq Rules. The requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions of our Amended and Restated Articles and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a Special Resolution. If we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our Amended and Restated Articles: | | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and | | | | file proxy materials with the SEC. | | In the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial Business Combination. If we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution. However, if our initial Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial Business Combination will require a Special Resolution. A quorum for such meeting will be present if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiatedtransactions, aside from Public Shares they may purchase in compliance with the requirements of Rule 14e-5under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of our initial Business Combination. For purposes of seeking approval of an Ordinary Resolution, non-voteswill have no effect on the approval of our initial Business Combination once a quorum is obtained. As a result, if all outstanding Ordinary Shares are voted on a resolution to approve our initial Business Combination, in addition to our 7,392,857 Founder Shares and 255,000 Private Placement Shares, if we would require an Ordinary Resolution, we would need 4,801,072 Public Shares, or approximately 27.82% of the 17,250,000 Public Shares, and if we would require a Special Resolution, we would need 8,950,715 Public Shares, or approximately 51.88% of the 17,250,000 Public Shares, to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming that the parties to the Letter Agreement do not acquire any Public Shares. Assuming that only the holders of one-thirdof our issued and outstanding Ordinary Shares, representing a quorum under our Amended and Restated Articles, vote their Ordinary Shares, regardless of such vote pertains to an Ordinary Resolution or a Special Resolution of two-thirdsof our Ordinary Shares voted at the meeting, we would not need any Public Shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination. 13 In addition, prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to appoint and remove directors prior to or in connection with the completion of our initial Business Combination and (ii) are entitled to vote on continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our initial Business Combination. Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will: | | conduct the redemptions pursuant to Rule 13e-4and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and | | | | file tender offer documents with the SEC prior to completing our initial Business Combination that contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. | | In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more Public Shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination. Upon the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we, or our Sponsor will terminate any plan established in accordance with Rule 10b5-1to purchase our Public Shares in the open market, in order to comply with Rule 14e-5under the Exchange Act. We intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to Public Shareholders in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates or Public Shares delivered by Public Shareholders who elected to redeem their Public Shares. Our proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linkedsecurities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. 14 **** **Limitation on Redemptions Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval** If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Amended and Restated Articles provide that a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering (the Excess Shares) without our prior consent. We believe this restriction will discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their Public Shares at a significant premium to the then-currentmarket price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such Public Shares are not purchased by us, our Sponsor or our Management at a premium to the then-currentmarket price or on other undesirable terms. By limiting our Public Shareholders ability to redeem no more than 15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of Public Shareholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we will not restrict our Public Shareholders ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business Combination. **Delivering Share Certificates in Connection with the Exercise of Redemption Rights** As described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote on the initial Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In the event that a Public Shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed. Given the relatively short exercise period, it is advisable for Public Shareholders to use electronic delivery of their Public Shares. There is a nominal cost associated with the above-referencedprocess and the act of certificating the Public Shares or delivering them through the DWAC System. The transfer agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares. The need to deliver Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Any request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such Public Shareholder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to our Public Shareholders electing to redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination. If our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares. If our initial proposed Business Combination is not completed, we may continue to try to complete a Business Combination with a different target until the end of the Combination Period. **** 15 **** **Redemption of Public Shares and Liquidation if No Initial Business Combination** Our Amended and Restated Articles provide that we have only the duration of the Combination Period to complete our initial Business Combination. If we have not completed our initial Business Combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes, if any, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstandingPublic Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Rights, which will expire worthless if we fail to complete our initial Business Combination within the Combination Period. Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares held by them if we fail to complete our initial Business Combination within the Combination Period, although, they are entitled to liquidating distributions from assets outside the Trust Account. However, if our Sponsor or Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Our Sponsor, officers and directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders rights or pre-initialBusiness Combination activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares. We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,269,764 of proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our Public Shareholders that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. If we were to expend all of the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the Redemption Price upon our dissolution would be approximately $10.02 as of December 31, 2025. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure our Public Shareholders that the actual per-shareredemption amount received by Public Shareholders will not be substantially less than the Redemption Price. While we intend to pay such amounts, if any, we cannot assure our shareholders that we will have funds sufficient to pay or provide for all creditors claims. 16 Although we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if Management believes that such third partys engagement would be in our best interests under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, and the Underwriters did not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. To protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsors only assets are securities of our Company. Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial Business Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, in each case less (x) taxes payable, if any, and (y) up to $100,000 for dissolution expenses, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure our Public Shareholders that due to claims of creditors the actual value of the per-shareredemption price will not be less than $10.00 per Public Share. We seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. As of December 31, 2025, we had access to up to approximately $1,269,764 from the proceeds of the Initial Public Offering held outside of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors. If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure our Public Shareholders we will be able to return $10.00 per Public Share to our Public Shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result, a liquidator or bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons. 17 Our Public Shareholders are entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated Articles to modify (x) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (y) any other material provisions relating to shareholders rights or pre-initialBusiness Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business Combination. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial Business Combination, a Public Shareholders voting in connection with the Business Combination alone will not result in a Public Shareholders redeeming its Public Shares to us for an applicable pro rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended and Restated Articles, like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote. **** **Competition** In identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders who exercise or are forced to exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our issued and outstanding Rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination. **Employees** **** We currently have two officers: Mr. Menachem Shalom and Mr.Asaf Yarkoni. They are not obligated to devote any specific number of hours to our matters but devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they will devote in any time period varies based on whether a target business has been selected for our initial Business Combination and the stage of the Business Combination process we are in. We do not intend to have any full time employees prior to the completion of our initial Business Combination. **Periodic Reporting and Financial Information** **** We have registered our Public Units, Public Shares and Public Rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by, Withum, our independent registered public accounting firm. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. We cannot assure our shareholders that any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material. 18 We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2026, as required by the Sarbanes-OxleyAct. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-OxleyAct regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-OxleyAct may increase the time and costs necessary to complete any such Business Combination. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our Ordinary Shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-OxleyAct, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to continue to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following November 25, 2030, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliatesexceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertibledebt securities during the prior three-yearperiod. We are also a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliatesequals or exceeds $250 million as of the end of that years second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliatesexceeds $700 million as of the end of that years second fiscal quarter. In addition, prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment or removal of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands. As a result, Nasdaq considers us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. 19 | Item 1A. | Risk Factors. | | As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following are brief descriptions of material risks, uncertainties and other factors that could have a material effect on us and our operations: **Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination** | | we are a blank check company with no operating history and no operating revenues, and our shareholders have a limited basis on which to evaluate our ability to achieve our business objective, which is completing an initial Business Combination; | | | | | we may not be able to complete our initial Business Combination, within the Combination Period, in which case we would liquidate and redeem our Public Shares; | | | | | we may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results; | | | | | we may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination; | | | | | we may issue our Ordinary Shares to our shareholders in connection with our initial Business Combination at a price that is less than the prevailing market price of our Ordinary Shares at that time; | | | | | our Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though a majority of our Public Shareholders do not support such a combination; | | | | | as the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets, or such attractive targets may not be interested in consummating a Business Combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial Business Combination and could even result in our inability to find a target or to consummate an initial Business Combination; | | | | | we may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability; | | | | | we may engage one or more of the Underwriters or one of their respective affiliates to provide additional services to us after the Initial Public Offering, which may include acting as mergers and acquisitions advisor in connection with an initial Business Combination or as placement agent in connection with a related financing transaction. The Underwriters are entitled to receive the Deferred Fee that will be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives may cause the Underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination; | | 20 | | | we may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all; | | | | | resources could be wasted on researching Business Combinations targets that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination Period, our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Rights will expire worthless; | | | | | recent fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination; | | | | | military or other conflicts and other disruptions to the equity or debt capital markets, including as a result of inflation in the UnitedStates and elsewhere, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination; | | | | | changes in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations; | | | | | in order to effectuate an initial Business Combination, SPACs have, in the recent past, amended various provisions of their memorandums and articles of association, and other governing instruments. We cannot assure our shareholders that we will not seek to amend our Amended and Restated Articles or governing agreement in a manner that will make it easier for us to complete our initial Business Combination that our shareholders may not support; | | | | | changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospectsof a post-Business Combination company; | | | | | adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our Business Combination prospects; | | | | | cyber incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss, as well as impact our ability to consummate an initial Business Combination; | | | | | if we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination; | | | | | if we seek shareholder approval of our initial Business Combination, our Sponsor and Management Team have agreed to vote in favor of such initial Business Combination, regardless of how our Public Shareholders vote. As such, under certain circumstances, we may not need any Public Shares in addition to Founder Shares to be voted in favor of our initial Business Combination to approve an initial Business Combination; | | | | | our Public Shareholders only opportunity to affect their investment decision regarding a potential Business Combination may be limited to the exercise of their right to redeem their Public Shares from us for cash; | | | | | the ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target; | | 21 | | | the ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares and the payment of the Deferred Fee may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may materially dilute Public Shareholders investment in us; | | | | | the ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares could increase the probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation in order to redeem their Public Shares; | | | | | the requirement that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach the end of the Combination Period, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders; | | | | | we may decide not to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Rights would be worthless; | | | | | if we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors and their respective affiliates may elect to purchase Public Shares or Public Rights from Public Shareholders, which may influence a vote on a proposed Business Combination and reduce the public float of our Public Shares or Public Rights; | | | | | if a Public Shareholder fails to receive notice of our offer to redeem their Public Shares in connection with our initial Business Combination, or fails to comply with the procedures for submitting or tendering their Public Shares, such Public Shares may not be redeemed; | | | | | our Public Shareholders will not be entitled to protections normally afforded to shareholders of other blank check companies subject to Rule419 of the Securities Act; | | | | | if we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if a shareholder or a group of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, they may lose the ability to redeem all such Public Shares in excess of 15% of our ClassA Ordinary Shares; | | | | | because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Rights will expire worthless; | | | | | if the net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target business or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or Management Team to fund our search and to complete our initial Business Combination; | | | | | our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions; | | | | | if we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to wait beyond May 25, 2027 (or November 25, 2027 if we extend the period of time to consummate a Business Combination, as described in more detail elsewhere in the Report) before redemption from our Trust Account; | | | | | we may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity for our Public Shareholders to discuss company affairs with Management, and the holders of our Class A Ordinary Shares will not have the right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands until after the consummation of our initial Business Combination; | | 22 | | | since only holders of our ClassB Ordinary Shares have the right to vote on the appointment of directors prior to the consummation of the initial Business Combination, Nasdaq considers us to be a controlled company within the meaning of the Nasdaq Rules and, as a result, we may qualify for exemptions from certain corporate governance requirements; | | | | | our Sponsor controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do not support; | | | | | because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial Business Combination, our shareholders are unable to ascertain the merits or risks of any particular target business operations; | | | | | we may seek Business Combination opportunities in industries or sectors that may be outside of our Managements areas of expertise; | | | | | although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines; | | | | | we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view; | | | | | we may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks; | | | | | unlike some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we issue certain shares to consummate an initial Business Combination; | | | | | we may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest; | | | | | we may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us; | | | | | we may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which will cause us to be solely dependent on a single business, and which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability; | | | | | we do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination when a substantial majority of our Public Shareholders do not agree; | | 23 | | | the provisions of our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing the release of funds from our Trust Account) may be amended with a Special Resolution of our shareholders, which is a lower amendment threshold than that of some other SPACs. It may be easier for us, therefore, to amend the Amended and Restated Articles to facilitate the completion of an initial Business Combination that some of our Public Shareholders may not support; | | | | | because we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete an otherwise advantageous initial Business Combination with some prospective target businesses; | | | | | compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an initial Business Combination; | | | | | if our initial Business Combination involves a company organized under the laws of a state of the United States (or any subdivision thereof), the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination; | | | | | the risks that Nukkleus faces, if they materialize, may have a negative effect on us and our ability to complete a Business Combination; | | **Risks Relating to the Post-Business Combination Company** | | | the officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business Combination targets key personnel could negatively impact the operations and profitability of ourpost-combinationbusiness; | | | | | subsequent to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause our shareholders to lose some or all of their investment; | | | | | our Management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business; | | | | | we may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company; | | | | | our initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Rights holders. As a result of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain; | | **Risks Relating to Acquiring or Operating a Business in Foreign Countries** | | | we may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the UnitedStates, or may be ultimately prohibited; | | | | | if we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us; | | | | | we may reincorporate in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders or Rights holders; | | 24 | | | we may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights; | | | | | we are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk ofnon-compliance; | | | | | if our Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues; | | | | | exchange rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished; | | | | | after our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate; | | **Risks Relating to our Management Team** | | | our officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination; | | | | | changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination; | | | | | we may not have sufficient funds to satisfy indemnification claims of our directors and officers; | | | | | past performance by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in our Company; | | | | | we are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business Combination, could adversely affect our ability to operate; | | | | | our ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combinationbusiness; | | | | | the ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination, which could deprive us of key personnel and advisors; | | | | | our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination, and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous; | | | | | our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including Nukkleus and Kochav Defense Acquisition Corp., and other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented; | | | | | members of our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial Business Combination; | | | | | members of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business; | | 25 **Risks Relating to our Securities and Shareholder Rights** | | | to mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate theinvestmentsheld in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested, such that our Public Shareholders would receive less upon any redemption or liquidation of our Company than what they would have received had the investments not been liquidated; | | | | | our Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their Public Shares; | | | | | if third parties bring claims against us, the proceeds held in the Trust Account could be reduced and theper-shareredemption amount received by Public Shareholders may be less than the Redemption Price; | | | | | our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders; | | | | | the securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in the Trust Account such that the per-share redemption amount received by Public Shareholders may be less than the Redemption Price; | | | | | if, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and theper-share amount that would otherwise be received by our Public Shareholders in connection with our liquidation may be reduced; | | | | | if, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages; | | | | | an active market for our public securities may not continue, which would adversely affect the liquidity and price of our securities, and our shareholders may have limited liquidity and trading; | | | | | since our Sponsor, directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination; | | | | | the value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price; | | 26 | | | Nasdaq may delist our securities from trading on its exchange, which could limit our shareholders ability to make transactions in our securities and subject us to additional trading restrictions; | | | | | our Public Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate their investment, they may be forced to sell their Public Shares or Public Rights, potentially at a loss. | | | | | our Sponsor paid an aggregate of $25,000, or approximately $0.003 per Founder Share and, accordingly, our Public Shareholders experience immediate and substantial dilution from the purchase of our ClassA Ordinary Shares; | | | | | the nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our Ordinary Shares to materially decline; | | | | | because we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S.Federal courts may be limited; | | | | | after our initial Business Combination, it is possible that a majority of our directors and officers will live outside the UnitedStates and all of our assets will be located outside the UnitedStates; therefore, shareholders may not be able to enforce federal securities laws or their other legal rights; | | | | | provisions in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price shareholders might be willing to pay in the future for our ClassA Ordinary Shares and could entrench Management; | | | | | our Amended and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees; | | | | | whether a redemption of Public Shares will be treated as a sale of such ClassA Ordinary Shares for U.S.federal income tax purposes will depend on a shareholders specific facts; | | | | | we may amend the terms of the Rights in a manner that may be adverse to holders of Rights with the approval by the holders of at least 50% of the then outstanding Rights. As a result, the conversion ratio of the Rights could be changed, the conversion period could be shortened and the number of ClassA Ordinary Shares upon conversion of a Right could be changed, all without Rights holder approval; | | | | | the Rights Agreement designates the courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Rights, which could limit the ability of Rights holders to obtain a favorable judicial forum for disputes with our Company; | | | | | because each Unit contains one Right to receive one fifth (1/5) of one ClassA Ordinary Share upon consummation of our initial Business Combination and only a whole ClassA Ordinary Share will be issued in exchange for Rights, the Units may be worth less than units of other SPACs; | | | | | holders of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands; | | | | | the grant of registration rights to our Sponsor and other holders of our Private Placement Units (and their underlying securities) may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our ClassA Ordinary Shares; | | | | | we may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S. shareholders; | | 27 | | | we are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies; and | | | | | because of the federal government shutdown, the SEC did not complete its review of the registration statement for the Initial Public Offering. | | For more detailed descriptions of these and other risks relating to our Company, see the section titled Risk Factors contained in our IPO Registration Statement. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC. **** **The share price of the post-Business Combination company may be less than the Redemption Price of our Public Shares.** **** Each Unit sold in our Initial Public Offering at an offering price of $10.00 per Unit consisted of one Public Share and one Public Right. Of the proceeds we received from the Initial Public Offering and the Private Placement, $172,500,000 was placed in our Trust Account. We will provide our Public Shareholders the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $10.02 per Public Share as of December 31, 2025, representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Public Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption for each Public Share that they choose to redeem. There can be no assurance that, after our initial Business Combination, our Public Shareholders would be able to sell their shares in the post-Business Combination company for the Redemption Price, or any higher price. We have not, as yet, identified a target and are therefore unable to provide any assurances as to its financial condition, business prospects or potential risks. It is therefore possible that the share price of the post-Business Combination company may decline below the Redemption Price. In recentyears, the share prices of many post-Business Combination companies have fallen following a Business Combination. As a result, if our Public Shareholders continue to hold shares in the post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price of such shares will be greater than the Redemption Price. **Our search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected by current global geopolitical conditions and armed conflicts in the Ukraine and Russia and in the Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.** **** Our ability to find a potential target business and the business of any company with which we may consummate a Business Combination could be materially and adversely affected by events that are outside of our control. For example, United States and global markets have experienced and may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. Recent hostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil, refined petroleum products and related commodities, with consequent price rises and associated economic volatility. In response to such conflicts, the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations related to the conflicts, including but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical tensions among a number of nations. 28 The invasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical turmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Similarly, other events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19 pandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have disproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply chain), and may adversely affect the global economy or capital markets. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination and any target business with which we may ultimately consummate an initial Business Combination. The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded military operations on a global scale or if there are disruptions in the supply of oil or other commodities. Any such disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted by these and other events, including as a result of increased market volatility or decreased availability of third-party financing on acceptable terms or at all. **Military or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.** **** Military or other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable commercial terms, or at all. 29 | Item 1B. | Unresolved Staff Comments. | | Not applicable. | Item 1C. | Cybersecurity. | | Although, as a blank check company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties. We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team will report to the Audit Committee and provide updates on the Management Teams incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target may have been subject to, or may in the future be subject to, cybersecurity incidents. | Item 2. | Properties. | | Our executive offices are located at 575 Fifth Avenue, 14th Floor, New York, New York 10017, and our telephone number is (646) 257-4214. The cost for our use of this space is included in the $14,000 per month fee we pay to an affiliate of our Sponsor for certain office space, utilities and secretarial and administrative support, pursuant to the Administrative Services Agreement. We consider our current office space adequate for our current operations. | Item 3. | Legal Proceedings. | | To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property. | Item 4. | Mine Safety Disclosures. | | Not applicable. 30 **PART II** | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. | | | (a) | Market Information | | Our Public Units, Public Shares and Public Rights are each traded on the Global Market tier of Nasdaq under the symbols SCIIU, SCII and SCIIR, respectively. Our Public Units commenced public trading on November 26, 2025, and our Public Shares and Public Rights commenced separate public trading on January 20, 2026. | | (b) | Holders | | On March 31, 2026, there were two holders of record of our Units, one holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and one holder of record of our Rights. | | (c) | Dividends | | We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. | | (d) | Securities Authorized for Issuance Under Equity Compensation Plans | | None. | | (e) | Performance Graph | | As a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e). | | (f) | Recent Sales of Unregistered Securities | | Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 255,000 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $2,550,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. | | (g) | Use of Proceeds | | On November 28, 2025, we consummated our Initial Public Offering of 17,250,000 Public Units, including 2,500,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one Public Right. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $172,500,000. D. Boral acted as book runner and representative of the Underwriters. On November 28, 2025, simultaneously with the consummation of our Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of 255,000 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, to our Sponsor, SC Capital II Sponsor LLC, generating gross proceeds of $2,550,000. 31 Following the closing of our Initial Public Offering on November 28, 2025, a total of $172,500,00 comprised of the proceeds from the Initial Public Offering the Private Placement, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the Trust Account may be invested by Continental, as trustee, solely (i) in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less (ii) in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the Continental that is reasonably satisfactory to us. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination. There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time. | | (h) | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | | There were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report. | Item 6. | [Reserved] | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. | | **Cautionary Note Regarding Forward-Looking Statements** All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as may, should, could, would, anticipate, believe, estimate, expect, intend and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Managements current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto included elsewhere in this Report. **Overview** **** We are a blank check company incorporated in the Cayman Islands on June 30, 2025 for the purpose of effecting a Business Combination. Our Sponsor is SC Capital II Sponsor LLC. **** Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on companies that are either in mid-stage growth assets or mature assets generating positive cash flow. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful. 32 **** Our IPO Registration Statement became effective on November 25, 2025. On November 28, 2025, we consummated our Initial Public Offering of 17,250,000 Public Units, including 2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one Public Right. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $172,500,000. **** Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 255,000 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $2,550,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. Following the closing of the Initial Public Offering and Private Placement, an amount of $172,500,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below. We have until May 25, 2027 (18 months from the closing of the Initial Public Offering, which we may, at the Sponsors option, extend two times, each by an additional three (3) months, without shareholder approval, for a total of 24 months, from the closing of the Initial Public Offering, or November 25, 2027),, or until such (y) earlier date as our Board may approve or (z) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team. **** **Recent Developments** **** On January 16, 2026, we announced that, commencing on January 20, 2026, the holders of the Public Units may elect to separately trade the Public Shares and the Public Rights. Any Public Units not separated will continue to trade on the Global Market tier of Nasdaq under the symbol SCIIU. The Public Shares and the Public Rights are expected to trade on the Global Market tier of Nasdaq under the symbols SCII and SCIIR, respectively. Holders of Public Units will need to have their brokers contact Continental, our transfer agent, in order to separate the Public Units into Public Shares and Public Rights. **** **Results of Operations** **** We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 30, 2025 (inception) through December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses. 33 For the period from June30, 2025 (inception) through December 31, 2025, we had net income of $104,840 , which consisted of interest earned on marketable securities held in the Trust Account of $278,783, partially offset by general and administrative costs of $173,943. **Liquidity and Capital Resources** Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $172,500,000 was placed in the Trust Account. We incurred fees of $1,280,564 in the Initial Public Offering, consisting of $750,000 of cash underwriting fee, the Deferred Fee of $2,700,000 and $530,564 of other offering costs. For the period from June 30, 2025 (inception) through December 31, 2025, net cash used in operating activities was $248,512. Net income of $104,840 was offset by interest earned on marketable securities of $278,783, payment of operating costs through the IPO Promissory Note of $36,220 and changes in operating assets and liabilities, which used $110,789 of cash from operating activities. As of December 31, 2025, we had marketable securities held in the Trust Account of $172,778,783 (including approximately $278,783 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. As of December 31, 2025, we had cash held outside of the Trust Account of approximately $1,269,764. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. Our liquidity needs through December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account. **IPO Promissory Note** Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of March 31, 2026 or the completion of our Initial Public Offering. The loan of $184,357 is now due on demand. No additional borrowing is available under the IPO Promissory Note. **Working Capital Loans** In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025, we did not have any borrowings under any Working Capital Loans. We do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination 34 **** **Contractual Obligations** **** We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows: ** *Administrative Services Agreement* Commencing on November 26, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $14,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. As of December 31, 2025, we incurred $16,333, in fees for these services, of which such amount is included in accrued expenses in the balance sheets of the financial statements included elsewhere this Report. ** *Underwriting Agreement* We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,500,000 Option Units to cover over-allotments, if any. On November 28, 2025, the Underwriters fully exercised their Over-Allotment Option. The Underwriters were paid a cash underwriting discount of $3,450,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). The Underwriters paid our Company an aggregate amount of $2,700,000 at the closing of the Initial Public Offering as reimbursement to our Company for certain of its expenses and fees incurred in connection with the Initial Public Offering. *Registration Rights Agreement* The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements. *Letter Agreement* Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. 35 **Critical Accounting Estimates** The preparation of the financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed. **Recent Accounting Standards** Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the financial statements and notes thereto included elsewhere in this Report. | Item 7A. | Quantitative and Qualitative Disclosures about Market Risk. | | We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item. | Item 8. | Financial Statements and Supplementary Data. | | Reference is made to pages F-1 through F-17 comprising a portion of this Report, which are incorporated herein by reference. | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | | None. | Item 9A. | Controls and Procedures. | | **Evaluation of Disclosure Controls and Procedures** Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. 36 We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. **Managements Annual Report on Internal Control over Financial Reporting** This Report does not include a report of Managements assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. **** **Changes in Internal Control over Financial Reporting** Not applicable. | Item 9B. | Other Information. | | **Trading Arrangements** **** During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule16a-1(f) promulgated under theExchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as each term is defined in Item408(a)ofRegulation S-K. **Additional Information** None. | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | | Not applicable. 37 **PART III** | Item 10. | Directors, Executive Officers and Corporate Governance. | | **** **Directors and Executive Officers** As of the date of this Report, our directors and officers are as follows: | Name | | Age | | Position | | | Menachem Shalom | | 51 | | Chief Executive Officer and Director | | | Asaf Yarkoni | | 50 | | Chief Financial Officer | | | Seth Farbman | | 53 | | Independent Director | | | Rachel Vidal Regev | | 45 | | Independent Director | | | Yariv Cohen | | 53 | | Independent Director | | The experience of our directors and executive officers is as follows: **** **Menachem Shalom**has been our Chief Executive Officer and a director since inception. Since January 2025, Mr. Shalom has been the Chief Executive Officer and a Director of Kochav Defense Acquisition Corp. (NASDAQ: KCHVU), a SPAC that completed its $253 million initial public offering in May 2025 and is currently seeking a business combination target in the defense and aerospace industries. Since September 2024, Mr. Shalom has also been the Chief Executive Officer and member of the board of directors of Nukkleus (NASDAQ: NUKK), a public company which controls our Sponsor, that is focused on acquiring businesses in the defense sector. Mr. Shalom served as a Director and the Chief Executive Officer of Motomova Inc. (OTC Markets: MTMV) from December 2022 to August 2025. Mr. Shalom was the Co-ChiefExecutive Officer, and a member of the board of directors of M.E.A. Testing Systems Ltd. since January 2022. Since 2017, Mr. Shalom has also served as CEO of Hold Me Ltd. (OTC Markets: HMELF), a digital platform for mobile wallet and payments founded by Mr. Shalom. Mr. Shalom is the principal executive and financial officer and sole director of Hold Me Ltd. From 2014 to 2017, Mr. Shalom founded and served as CEO of Wayerz Solutions, Ltd., a digital platform for correspondent banking and wires routing optimization, and as Vice President of Business Development, Sales and Marketing at Dsnr Media Group Ltd., an international cross-platformdigital advertising company. Mr. Shalom also founded and served as CEO of Mipso Ltd., a software-as-a-serviceprovider in the fashion and retail industry, between 2010 and 2013; ooga studio Ltd., an industrial design incubator, between 2007 and 2010; and Medifreeze Ltd., a startup in the area of stem cell cryopreservation, between 2004 and 2009. Known for his ability to drive strategic growth, manage teams effectively, and revitalize businesses, he excels in transforming challenges into opportunities and delivering measurable success through visionary leadership and collaboration. Mr. Shalom received his MBA at the Hebrew University of Jerusalem in 2003 after receiving an LLM in corporate law at Columbia University School of Law in 2000. We believe that Mr. Shalom is well-qualifiedto serve as a director on our Board due to his extensive leadership positions and public and private company experience. **Asaf Yarkoni**has been our Chief Financial Officer since inception. Since January 2025, Mr. Yarkoni has been the Chief Financial Officer of Kochav Defense Acquisition Corp. (NASDAQ: KCHVU), a SPAC that completed its $253 million initial public offering in May 2025 and is currently seeking a business combination target in the defense and aerospace industries. Since 2021, he has been the Chief Financial Officer of Kamari Pharma Ltd., a bio-techstartup company developing drugs for rare genetic skin diseases. Also since 2021, he has been the Chief Financial Officer of Aroma Republic Ltd., a high-techstartup company developing home tech fragrances, based on data-driventechnology to create a customized scent product. Since 2021, he has also been the Chairman of the Board of BioMeat FoodTech-L.P., which invests and supports companies in the food-techindustry. From 2020 to 2021, he was the Chief Financial Officer of Nextage Therapeutics Ltd. (previously known as Micromedic Ltd.), a company that develops, manufactures and sells innovative medical products integrated with cannabis. From 2014 to 2021, he was the Chief Financial Officer of Mothers Choice. Ltd., a bio-techstartup company developing smart ingredients that make healthier and more sustainable products. Mr. Yarkoni received a Masters in Business Administration (majoring in finance and capital markets), from Ono Academic College, Kiryat Ono, Israel, and a B.A. in Business Administration (majoring in accounting), the College of Management Academic Studies, Rishon Lezion, Israel. 38 **Seth Farbman**has served as one of our independent directors since November 2025. Mr. Farbman has built a career in servicing private and public (domestic and foreign) companies. Since 2011, Mr. Farbman has been the Chairman and President of Vstock Transfer, LLC, with a focus on IPOs, SPACs, Nasdaq and NYSE MKT listed issuers. Since 2020, he has also serves as Chairman and CEO of a LinkedIn marketing agency,*www.Sharemedia.co*, for executives of private and public companies. In 2008, Mr. Farbman was a founding partner and Co-Chairmanof Vcorp Services which he sold in October 2016 to Wolters Kluwer. Commencing 2013, Mr. Farbman was also the Chairman of Vcheck Global, a background and due diligence services company which he sold in 2021 to Sunstone Partners, a private equity firm. In 2015, he also founded eSignatureGuarantee.com, an online resource for medallion signature guarantees which was acquired in 2025. Mr. Farbman was the Co-Founderand President of Vintage Filings from 2002, until he sold it to PR Newswire (UBM) in 2007. In this role, Mr. Farbman serviced over 3,000 publicly traded companies to provide SEC EDGAR and financial print services related to IPOs, Proxy Statements, Annual Reports, Shareholder Meetings, etc. Prior to starting Vintage Filings, from 2000 to 2002, Mr. Farbman served as a securities attorney at a NY Law Firm with a concentration on securities regulation and capital markets. We believe that Mr. Farbman is well-qualifiedto serve as a director on our Board due to his extensive leadership positions and skill in growing businesses and mergers, acquisitions and dispositions. **Rachel Vidal Regev**has served as one of our independent directors since November 2025. From 2019 to 2024, Ms. Regev worked for Ashmoret Company as VP Marketing, Business Development & Strategy, where she led the companys strategic expansion across six key sectors: consumer goods, tourism, credit, culture, sports, and technology. From 2016 to 2019, Ms. Regev was employed by Goren Amir Consultants, where she provided strategic consulting, crisis management, and lobbying services. From _2015 to 2016, she served the government of Israel as Advisor to the Minister of Culture & Sports, focusing on national policies to strengthen professional and womens sports. From 2013 to 2015, Ms. Regev served the Ministry of Agriculture as Senior Advisor to the Director General, where she directed strategic initiatives across departments, including veterinary services and Bedouin settlement programs. She received an LL.B from the College of Management Academic Studies and her LL.M. from Bar-IlanUniversity. We believe that Ms. Regev is well-qualifiedto serve as a director on our Board due to her extensive leadership positions and experience in multiple private and governmental business sectors. **Yariv Cohen**has served as one of our independent directors since November 2025. Since December 2022, Mr.Cohen has been the owner and CEO of Yariv Cohen N.L.A.L Ltd., which provides consulting services for prisons, security and business operations. From April 2020 to July 2022, he served as the commander of Hermon Prison, the most therapeutic and rehabilitative prison in Israel. From January 2019 to March 2020, Mr.Cohen served as the commander of a command and staff course that trains senior officers for senior management in a large system, including human resources management, systemic vision and budget management. Mr.Cohen received his bachelors degree from the Open University in sociology and law, and his masters degree in public administration from University of Haifa. We believe that Mr.Cohen is well-qualifiedto serve as a director on our Board due to his extensive leadership positions and skill in governmental and private businesses. **** **Family Relationships** No family relationships exist between any of our directors or executive officers. **Involvement in Certain Legal Proceedings** There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. 39 **** **Number and Terms of Office of Officers and Directors** Our Board of Directors consists of four (4) members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on (i) the appointment and removal of directors or (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders, voting together as a single class. The term of office of the first class of directors, consisting of Mr. Cohen will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Farbman and Ms. Regev will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Shalom, will expire at the third annual general meeting. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles. **Committees of the Board of Directors** **** Our Board of Directors has established two standing committees: the Audit Committee and the Compensation Committee. Subject to phase-inrules, the Nasdaq Rules and Rule10A-3of the ExchangeAct require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter approved by our Board and has the composition and responsibilities described below. **** **Audit Committee** Our Board of Directors has established the Audit Committee. Mr. Farbman, Ms. Regev and Mr. Cohen serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Mr. Farbman, Ms. Regev and Mr. Cohen are each independent. Mr. Farbman serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate, and our Board of Directors has determined that Mr. Farbman qualifies as an audit committee financial expert as defined in applicable SEC rules. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: | | assisting Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firms qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; | | | | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; | | | | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firms internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; | | | | meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; | | 40 | | | reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; | | | | advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and | | | | implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. | | **Compensation Committee** Our Board of Directors has established the Compensation Committee. The members of our Compensation Committee are Mr. Farbman, Ms. Regev and Mr. Cohen. Ms. Regev serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must be independent. Mr. Farbman, Ms. Regev and Mr. Cohen are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: | | | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; | | | | reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; | | | | reviewing our executive compensation policies and plans; | | | | implementing and administering our incentive compensation equity-based remuneration plans; | | | | assisting Management in complying with our proxy statement and annual report disclosure requirements; | | | | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; | | | | producing a report on executive compensation to be included in our annual proxy statement; | | | | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and | | | | advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. | | The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee considers the independence of each such adviser, including the factors required by Nasdaq and the SEC. 41 **Director Nominations** We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605I(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Mr. Farbman, Ms. Regev and Mr. Cohen. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Articles. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination to our Board of Directors. **Code of Ethics** **** We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14. **Trading Policies** We adopted the Insider Trading Policy, effective as of November 17, 2025, governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19. | Item 11. | Executive Compensation. | | None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account: | | Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor, pursuant to the IPO Promissory Note to cover offering-related and organizational expenses; | | | | | Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $14,000 per month pursuant to the Administrative Services Agreement; | | 42 | | Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination; | | | | We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; | | | | Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; | | | | | Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans; and | | | | | Our independent directors each received, for their services as a director, an indirect interest in 20,000 Founder Shares through membership interests in our Sponsor. | | After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by the Compensation Committee or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Managements motivation in identifying or selecting a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. **Compensation Recovery and Clawback Policy** Effective as of November 25, 2025, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97. **** 43 | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | | The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 31, 2026, based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: | | | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; | | | | | each of our executive officers and directors that beneficially owns our Ordinary Shares; and | | | | | all our executive officers and directors as a group. | | In the table below, percentage ownership is based on 24,897,857 Ordinary Shares, consisting of (i) 17,505,000 Class A Ordinary Shares and (ii) 7,392,857 Class B Ordinary Shares, issued and outstanding as of March 31, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Rights as these Rights are not exercisable within 60days of the date of this Report. | | | ClassA Ordinary Shares | | | ClassB Ordinary Shares | | | Approximate Percentage | | | | Name and Address of Beneficial Owner (1) | | Number of Shares Beneficially Owned | | | Approximate Percentage ofClass | | | Number of Shares Beneficially Owned(2)(4) | | | Approximate Percentage ofClass | | | of Total Outstanding Ordinary Shares | | | | SC Capital II Sponsor LLC(3)(5) | | | 255,000 | | | | 2.4 | % | | | 7,392,857 | | | | 100.0 | % | | | 30.7 | % | | | Nukkleus, Inc | | | 255,000 | | | | 2.4 | % | | | 7,392,857 | | | | 100.0 | % | | | 30.7 | % | | | Menachem Shalom | | | | | | | | | | | | | | | | | | | | | | | Asaf Yarkoni | | | | | | | | | | | | | | | | | | | | | | | Seth Farbman | | | | | | | | | | | | | | | | | | | | | | | Rachel Vidal Regev | | | | | | | | | | | | | | | | | | | | | | | Yariv Cohen | | | | | | | | | | | | | | | | | | | | | | | All officers and directors as a group (5 persons) | | | 255,000 | | | | 2.4 | % | | | 7,392,857 | | | | 100.0 | % | | | 30.7 | % | | | | | | | | | | | | | | | | | | | | | | | | | | Other 5% Shareholders | | | | | | | | | | | | | | | | | | | | | | | Karpus Management, Inc.(5) | | | 2,985,904 | | | | 17.06 | % | | | | | | | | | | | 11.99 | % | | | Linden Parties(6) | | | 1,498,500 | | | | 8.56 | % | | | | | | | | | | | 6.02 | % | | | Glazer Parties(7) | | | 1,485,000 | | | | 8.48 | % | | | | | | | | | | | 5.96 | % | | | Mizuho Financial Group, Inc.(8) | | | 1,000,000 | | | | 5.71 | % | | | | | | | | | | | 4.02 | % | | | Shaolin Capital Management LLC(9) | | | 999,997 | | | | 5.71 | % | | | | | | | | | | | 4.02 | % | | | Harraden Parties(10) | | | 950,400 | | | | 5.43 | % | | | | | | | | | | | 3.82 | % | | | (1) | Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o SC II Acquisition Corp., 575 Fifth Avenue, 14th Floor, New York, New York 10017. | | | (2) | Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. | | 44 | (3) | SC Capital II Sponsor LLC, our Sponsor, is the record holder of 7,392,857 Founder Shares. Our Sponsor is controlled by Nukkleus, and its wholly-owned subsidiary Nukkleus Defense is the sole managing member of our Sponsor and, as a result, holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. | | | (4) | Does not include indirect interest as a member of the Sponsor. The Sponsor has allocated 20,000 Founder Shares to each of the independent directors upon completion of our initial Business Combination and 10,000 Founder Shares to our Chief Financial Officer. | | | (5) | According to a Schedule 13G filed with the SEC on February 12, 2026 by Karpus Management, Inc. d/b/a Karpus Investment Management (Karpus). Karpus is a registered investment adviser and the Public Shares are owned directly by the accounts managed by Karpus. The principal business address of Karpus is 183 Sullys Trail, Pittsford, New York 14534. | | | (6) | According to a Schedule 13G filed with the SEC on December 2, 2025 by (i) Linden Capital L.P., a Bermuda limited partnership (Linden Capital), (ii) Linden GP LLC, a Delaware limited liability company (Linden GP), (iii) Linden Advisors LP, a Delaware limited partnership (Linden Advisors), and (iv) Siu Min (Joe) Wong, a citizen of Hong Kong and the United States (Mr. Wong and collectively with Linden Capital, Linden GP and Linden Advisors, the Linden Parties) in connection with the Public Shares held for the account of Linden Capital and one or more separately managed accounts (the Managed Accounts). Linden GP is the general partner of Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr.Wong is the principal owner and controlling person of Linden Advisors and Linden GP. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr.Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. | | | (7) | According to a Schedule 13G filed on February 12, 2026 by (i) Glazer Capital, LLC, a Delaware limited liability company (Glazer Capital) and (ii) Mr. Paul J. Glazer (Mr. Glazer and collectively with Glazer Capital, the Glazer Parties) in connection with the Public Shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the Glazer Funds). Mr. Glazer serves as the Managing Member of Glazer Capital. The principal business address of the Glazer Parties is 230 NW 24th Street, Suite 603, Miami, Florida 3312. | | | (8) | According to a Schedule 13G filed with the SEC on February 12, 2026 by Mizuho Financial Group, Inc., a Japanese parent holding company (Mizuho). Mizuho, Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of the Public Shares directly held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. The principal business address of Mizuho is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan. | | | (9) | According to a Schedule 13G filed on January 15, 2026 by Shaolin Capital Management LLC and David Puritz (the Reporting Persons). The principal business address of the Reporting Persons is 230 NW 24th Street, Suite 603, Miami, Florida 33127. | | | (10) | According to a Schedule 13G/A filed with the SEC on February 13, 2026 by (i) Harraden Circle Investments, LLC, a Delaware limited liability company (Harraden Adviser), (ii) Harraden Circle Investors GP, LP, a Delaware limited partnership (Harraden GP), (iii) Harraden Circle Investors GP, LLC, a Delaware limited liability company (Harraden LLC), (iv) Harraden Circle Investors, LP, a Delaware limited partnership (Harraden Fund), (v) Harraden Circle Special Opportunities, LP, a Delaware limited partnership (Harraden Special Op Fund), (vi) Harraden Circle Strategic Investments, LP, a Delaware limited partnership (Harraden Strategic Fund), (vii) Harraden Circle Concentrated, LP, a Delaware limited partnership (Harraden Concentrated Fund) and (viii) Frederick V. Fortmiller, Jr., a citizen of the United States (Mr. Fortmiller and together with Harraden Adviser, Harraden GP, Harraden LLC, Harraden Fund, Harraden Special OP Fund and Harraden Strategic Fund, Harraden Concentrated Fund the Harraden Partiers). Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund directly beneficially own the Public Shares reported therein. Harraden GP is the general partner to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and Harraden Concentrated Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Public Shares reported therein. The principal business address of the Harraden Parties is 885 Third Avenue, Suite 2600B, New York, New York 10022. | | 45 **Securities Authorized for Issuance under Equity Compensation Plans** None. **Changes in Control** None. | Item 13. | Certain Relationships and Related Transactions, and Director Independence. | | On July 1, 2025, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for an aggregate of 7,392,857 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 17,250,000 Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 30% of the outstanding Ordinary Shares after the Initial Public Offering (excluding the Private Placement Shares). Up to 964,286 of the Founder Shares were to be surrendered for no consideration depending on the extent to which the Over-Allotment Option was exercised. On November 28, 2025, the Underwriters fully exercised their Over-Allotment Option and such 964,186 Founder Shares are no longer subject to forfeiture. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 255,000 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $2,550,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (and the underlying securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination and (ii) will be entitled to registration. Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. Commencing on November 26, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $14,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. As of December 31, 2025, we incurred $16,333, in fees for these services, of which such amount is included in accrued expenses in the balance sheets of the financial statements included elsewhere this Report. Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of March 31, 2026 or the completion of our Initial Public Offering. The loan of $184,357 is now due on demand. No additional borrowing is available under the IPO Promissory Note. In addition, to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025, we did not have any borrowings under any Working Capital Loans. 46 We have until the end of the Combination Period to consummate our initial Business Combination, or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles to further extend the Combination Period. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law. Any of the foregoing payments to our Sponsor, repayments of loans pursuant to the IPO Promissory Note issued to our Sponsor or repayments of any Working Capital Loans prior to our initial Business Combination have been and will continue to be made using funds held outside the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements. Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. **** **Director Independence** **** Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An independent director is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Mr. Farman, Ms. Regev and Mr. Cohen are independent directors as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. 47 | Item 14. | Principal Accountant Fees and Services. | | The following is a summary of fees paid or to be paid to Withum for services rendered. **Audit Fees** **** Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from June 30, 2025 (inception) through December 31, 2025 totaled approximately $113,235. The above amount include interim procedures and audit fees, as well as attendance at Audit Committee meetings. **Audit-Related Fees** Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from June 30, 2025 (inception) through December 31, 2025. **Tax Fees** Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from June 30, 2025 (inception) through December 31, 2025. ** **All Other Fees** All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the period from June 30, 2025 (inception) through December 31, 2025. **Pre-Approval Policy** Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 48 **PART IV** | Item 15. | Exhibit and Financial Statement Schedules. | | | (a) | The following documents are filed as part of this Report: | | | (1) | Financial Statements | | | | | Page | | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) | | F-2 | | | | | | | | Financial Statements: | | | | | | | | | | Balance Sheet as of December 31, 2025 | | F-3 | | | | | | | | Statement of Operations for the period from June 30, 2025 (inception) through December 31, 2025 | | F-4 | | | | | | | | Statement of Changes in Shareholders Equity for the period from June 30, 2025 (inception) through December 31, 2025 | | F-5 | | | | | | | | Statement of Cash Flows for the period from June 30, 2025 (inception) through December 31, 2025 | | F-6 | | | | | | | | Notes to Financial Statements | | F-7 to F-17 | | | (2) | Financial Statement Schedules | | All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. | (3) | Exhibits | | We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. | Item 16. | Form 10-K Summary. | | Omitted at our Companys option. 49 **SC II ACQUISITION CORP.** **** **INDEX TO FINANCIAL STATEMENTS** | Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) | | F-2 | | | Financial Statements: | | | | | Balance Sheet as of December 31, 2025 | | F-3 | | | Statement of Operations for the Period from June 30, 2025 (Inception) Through December 31, 2025 | | F-4 | | | Statement of Changes in Shareholders Equity for the Period from June 30, 2025 (Inception) Through December 31, 2025 | | F-5 | | | Statement of Cash Flows for the Period from June 30, 2025 (Inception) Through December 31, 2025 | | F-6 | | | Notes to Financial Statements | | F-7 to F-17 | | F-1 **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** To the Shareholders and the Board of Directors of SC II Acquisition Corp.: **Opinion on the Financial Statements** We have audited the accompanying balance sheet of SC II Acquisition Corp. (the Company) as of December 31, 2025 and the related statements of operations, changes in shareholders equity, and cash flows for the period from June 30, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December31, 2025 and the results of its operations and its cash flows for the period from June 30, 2025 (inception) through December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2025. ** New York, New York March 31, 2026 PCAOB Number 100 F-2 **SC II ACQUISITION CORP.** **BALANCE SHEET** **DECEMBER31, 2025** **** | Assets: | | | | | | Current assets | | | | | | Cash | | $ | 1,269,764 | | | | Prepaid expenses | | | 12,489 | | | | Prepaid insurance | | | 89,917 | | | | Total current assets | | | 1,372,170 | | | | Long term prepaid insurance | | | 36,216 | | | | Marketable securities held in Trust Account | | | 172,778,783 | | | | Total Assets | | $ | 174,187,169 | | | | | | | | | | | Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Equity | | | | | | | Current liabilities | | | | | | | Accrued offering costs | | $ | 75,703 | | | | Accrued expenses | | | 27,833 | | | | IPO Promissory Note related party | | | 184,357 | | | | Total Current Liabilities | | | 287,893 | | | | | | | | | | | Commitments and Contingencies (Note 6) | | | | | | | Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 17,250,000 shares at redemption value of $10.02 per share | | | 172,778,783 | | | | | | | | | | | Shareholders Equity | | | | | | | Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | | | | | | | Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 255,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) | | | 26 | | | | Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 7,392,857 shares issued and outstanding (1) | | | 739 | | | | Additional paid-in capital | | | 1,014,888 | | | | Accumulated deficit | | | 104,840 | | | | Total Shareholders Equity | | | 1,120,493 | | | | Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Equity | | $ | 174,187,169 | | | | (1) | As of December 31, 2025, following the full exercise of the underwriters Over-Allotment Option on November 28, 2025, 964,286 Founder Shares are no longer subject to forfeiture (Note 5). | | The accompanying notes are an integral part of the financial statements. F-3 **** **SC II ACQUISITION CORP.** **STATEMENT OF OPERATIONS** **FOR THE PERIOD FROM JUNE 30, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025** **** | General and administrative expenses | | $ | 173,943 | | | | Loss from operations | | | (173,943 | ) | | | | | | | | | | Other income: | | | | | | | Interest earned on marketable securities held in Trust Account | | | 278,783 | | | | Total other income | | | 278,783 | | | | | | | | | | | Net income | | $ | 104,840 | | | | | | | | | | | Basic and diluted weighted average shares outstanding of Class A Ordinary Shares | | | 3,139,484 | | | | | | | | | | | Basic and diluted net income per ordinary share, Class A Ordinary Shares | | $ | 0.01 | | | | | | | | | | | Basic weighted average shares outstanding of Class B Ordinary Shares (1) | | | 6,601,514 | | | | | | | | | | | Basic net income per ordinary share, Class B Ordinary Shares | | $ | 0.01 | | | | | | | | | | | Diluted weighted average shares outstanding of Class B Ordinary Shares (1) | | | 6,905,473 | | | | | | | | | | | Diluted net income per ordinary share, Class B Ordinary Shares | | $ | 0.01 | | | | | (1) | As of December 31, 2025, following the full exercise of the underwriters Over-Allotment Option on November 28, 2025, 964,286 Founder Shares are no longer subject to forfeiture and are included in the outstanding share balance (Note 5). Prior to the full exercise of the Over-Allotment Option on November 28, 2025, these Founder Shares were subject to forfeiture and were excluded from the calculation of basic weighted average shares outstanding. However, for purposes of diluted earnings per share, such Founder Shares were included from the beginning of the interim period, (i.e. October 1, 2025), as the contingency was assumed to be satisfied. | | The accompanying notes are an integral part of the financial statements. F-4 **SC II ACQUISITION CORP.** **STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY** **FOR THE PERIOD FROM JUNE 30, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025** **** | | | Class A | | | Class B | | | Additional | | | | | | Total | | | | | | Ordinary Shares | | | Ordinary Shares | | | Paid-in | | | Accumulated | | | Shareholders | | | | | | Shares | | | Amount | | | Shares (1) | | | Amount | | | Capital | | | Deficit | | | Equity | | | | Balance June 30, 2025 (inception) | | | | | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | $ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of Class B Ordinary Shares | | | | | | | | | | | 7,392,857 | | | | 739 | | | | 24,261 | | | | | | | | 25,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accretion of Ordinary Shares to redemption value | | | | | | | | | | | | | | | | | | | (6,893,906 | ) | | | | | | | (6,893,906 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sale of 255,000 Private Placement Units | | | 255,000 | | | | 26 | | | | | | | | | | | | 2,549,974 | | | | | | | | 2,550,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair value of Public Rights included in Public Units | | | | | | | | | | | | | | | | | | | 5,382,000 | | | | | | | | 5,382,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Allocated value of transaction costs to Class A Ordinary Shares | | | | | | | | | | | | | | | | | | | (47,441 | ) | | | | | | | (47,441 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income | | | | | | | | | | | | | | | | | | | | | | | 104,840 | | | | 104,840 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance December 31, 2025 | | | 255,000 | | | $ | 26 | | | | 7,392,857 | | | $ | 739 | | | $ | 1,014,888 | | | $ | 104,840 | | | $ | 1,120,493 | | | | (1) | As of December 31, 2025, following the full exercise of the underwriters Over-Allotment Option on November 28, 2025, 964,286 Founder Shares are no longer subject to forfeiture and are included in the outstanding share balance (Note 5). | | The accompanying notes are an integral part of the financial statements. F-5 **** **SC II ACQUISITION CORP.** **STATEMENT OF CASH FLOWS** **FOR THE PERIOD FROM JUNE 30, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025** | Cash Flows from Operating Activities: | | | | | | Net income | | $ | 104,840 | | | | Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | Payment of operating costs through IPO Promissory Note | | | 36,220 | | | | Interest earned on marketable securities held in Trust Account | | | (278,783 | ) | | | Changes in operating assets and liabilities: | | | | | | | Prepaid expenses | | | (12,489 | ) | | | Long Term prepaid insurance | | | (126,133 | ) | | | Accrued expenses | | | 27,833 | | | | Net cash used in operating activities | | | (248,512 | ) | | | | | | | | | | Cash Flows from Investing Activities: | | | | | | | Investment of cash in Trust Account | | | (172,500,000 | ) | | | Net cash used in investing activities | | | (172,500,000 | ) | | | | | | | | | | Cash Flows from Financing Activities: | | | | | | | Proceeds from sale of Units, net of Underwriting Fee | | | 169,050,000 | | | | Proceeds from sale of Private Placement Units | | | 2,550,000 | | | | Underwriters reimbursement | | | 2,700,000 | | | | Proceeds from IPO Promissory Note - related party | | | 8,000 | | | | Payment of offering costs | | | (289,724 | ) | | | Net cash provided by financing activities | | | 174,018,276 | | | | | | | | | | | Net Change in Cash | | | 1,269,764 | | | | Cash - Beginning of period | | | | | | | Cash - End of period | | $ | 1,269,764 | | | | | | | | | | | Non-Cash Investing and Financing Activities: | | | | | | | Offering costs included in accrued offering costs | | $ | 75,703 | | | | Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares | | $ | 25,000 | | | | Deferred offering costs paid through IPO Promissory Noterelated party | | $ | 140,137 | | | The accompanying notes are an integral part of the financial statements. F-6 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **** **Note1Organization and Business Operations** SCII Acquisition Corp. (the Company) is a blank check company incorporated as a Cayman Islands exempted corporation on June30, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the Business Combination). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. The Company may pursue an initial Business Combination in any business or industry. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June30, 2025 (inception) through December 31, 2025 relates to the Companys formation, the initial public offering (the Initial Public Offering), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December31 as its fiscal year end. The registration statement for the Companys Initial Public Offering was declared effective on November 25, 2025. On November 28, 2025, the Company consummated the Initial Public Offering of 17,250,000 units (the Public Units and, with respect to the Class A ordinary shares, par value $0.0001 per share (the Class A Ordinary Shares) included in the Public Units being offered, the Public Shares), which includes the full exercise by the Underwriters of the Over-Allotment Option (as defined below) in the amount of 2,250,000 Public Units, at $10.00 per Public Unit, generating gross proceeds of $172,500,000. Each Public Unit consists of one Public Share and one right (the Right) to receive one fifth (1/5) of a Class A Ordinary Share upon the consummation of an initial Business Combination (the Public Right). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 255,000 units (the Private Placement Units) at a price of $10.00 per Private Placement Unit, in a private placement to the Companys sponsor, SC Capital II Sponsor LLC (the Sponsor), generating gross proceeds of $2,550,000 (the Private Placement). Each Private Placement Unit consists of one Class A Ordinary Shares (the Private Placement Share) and one Right (the Private Placement Right). Transaction costs amounted to $1,280,564, consisting of $750,000 of cash underwriting fee (net of $2,700,000 underwriters reimbursement), and $530,564 of other offering costs. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of Deferred Fee (as defined below), if any, and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Actof1940, as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully effect a Business Combination. F-7 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** Following the closing of the Initial Public Offering, on November 28, 2025, an amount of $172,500,000 ($10.00 per Public Unit) from the net proceeds of the sale of the Public Units and the Private Placement Units was placed in the trust account (the Trust Account), located in the United States, and may only be invested in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act, which invest only in direct U.S.government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management teams ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except for the withdrawal of interest to pay taxes, other than excise taxes, if any, and up to $100,000 to pay dissolution expenses, as applicable, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Unitswill not be released from the Trust Account until the earliest of (i)the completion of the initial Business Combination, (ii)the redemption of the Companys public shares if the Company is unable to complete the initial Business Combination within 18months which the Company may, at the Sponsors option, extend two times, each by an additional three (3) months, without shareholder approval, for a total of 24 months, from the closing of the Initial Public Offering), or by such earlier liquidation date as the Companys board of directors may approve (the Completion Window), subject to applicable law, or (iii)the redemption of the Companys Public Shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles of association (the Amended and Restated Articles) to (A)modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Companys Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders (the Public Shareholders). The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i)in connection with a general meeting called to approve the initial Business Combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of twobusinessdays prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes, if any, payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially invested at $10.00 per Public Share. The Class A Ordinary Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic480 Distinguishing Liabilities from Equity. The Company has only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company willas promptly as reasonably possible but not more than tenbusinessdays thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i)waive their redemption rights with respect to their Founder Shares (as defined below) and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii)waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Companys Amended and Restated Articles; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv)vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. F-8 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** The Companys Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per Public Share and (ii)the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable, if any, and up to $100,000 of dissolution expenses, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the underwriters of the Initial Public Offering (the Underwriters) against certain liabilities, including liabilities under the Securities Actof1933, as amended (the Securities Act). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. **Note2Significant Accounting Policies** **Basis of Presentation** The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC). **Liquidity and Capital Resources** The Companys liquidity needs up to November 28, 2025 had been satisfied through the loan under an unsecured IPO Promissory Note (as defined below) from the Sponsor of up to $300,000. As of December 31, 2025, the Company had cash of $1,269,764 and working capital surplus of $1,084,277. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companys officers and directors may, but is not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans (as defined below) may be converted into Private Placement-equivalent units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Companys assessment of going concern considerations in accordance with ASC 205-40, Presentation of Financial Statements - Going Concern, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statement. **Emerging Growth Company Status** The Company is an emerging growth company, as defined in Section2(a)of the Securities Act, as modified by the Jumpstart Our Business Startups Actof2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. F-9 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. **Use of Estimates** The preparation of the accompanying financial statements in conformity with US GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. **Cash and Cash Equivalents** The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,269,764 in cash and no cash equivalents as of December 31, 2025. **Marketable Securities Held in Trust Account** As of December 31, 2025, the assets held in the Trust Account, amounting to $172,778,783, were held in money market funds which invest in U.S. Treasury securities. **Concentration of Credit Risk** Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows. **Offering Costs** The Company complies with the requirements of the FASB ASC Topic 340-10-S99, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Public Units between Class A Ordinary Shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the Public Rights and then to the Class A Ordinary Shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Rights and Private Placement Units were charged to shareholders equity, as the Rights, after managements evaluation, were accounted for under equity treatment. **Fair Value of Financial Instruments** The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASCTopic 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. F-10 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **Income Taxes** The Company accounts for income taxes under FASB ASCTopic 740, Income Taxes, (ASC 740) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Companys Management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the UnitedStates. As such, the Companys tax provision was zero for the period presented. **Rights** The Company accounted for the Public Rights and Private Placement Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASCTopic 815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. **** **Class A Ordinary Shares Subject to Possible Redemption** The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Companys liquidation, or if there is a shareholder vote or tender offer in connection with the Companys initial Business Combination. In accordance with FASB ASC 480-10-S99, Distinguishing Liabilities from Equity the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders equity section of the Companys balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: | Gross proceeds | | $ | 172,500,000 | | | | Less: | | | | | | | Proceeds allocated to Public Rights | | | (5,382,000 | ) | | | Class A Ordinary Shares issuance costs | | | (1,233,123 | ) | | | Plus: | | | | | | | Remeasurement of carrying value to redemption value | | | 6,893,906 | | | | Class A Ordinary Shares subject to redemption as of December 31, 2025 | | $ | 172,778,783 | | | **Net Income Per Ordinary Share** The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Income and losses are shared pro rata to the shares. Net income per Ordinary Share (as defined below) is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value. The calculation of diluted income per Ordinary Share does not consider the effect of the Rights issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement Rights, since the average stock price of the Companys Ordinary Shares for the period June 30, 2025 (inception) through ended December 31, 2025 was less than the exercise price and therefore, the inclusion of such Rights and Private Placement Rights under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Rights are convertible into 3,501,000 Ordinary Shares in the aggregate. As of December 31, 2025, the Company had potentially dilutive securities; however, such securities were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive or contingent upon the occurrence of future events. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the periods presented. F-11 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** The following table reflects the calculation of basic and diluted net income per Ordinary Share: | | | For the Period from June 30, 2025 (Inception) Through December 31, 2025 | | | | | | ClassA | | | Class B | | | | | | Ordinary Shares | | | Ordinary Shares | | | | Basic net income per Ordinary Share: | | | | | | | | | Numerator: | | | | | | | | | Allocation of net income | | $ | 33,790 | | | $ | 71,050 | | | | Denominator: | | | | | | | | | | | Basic weighted average Ordinary Shares outstanding | | | 3,139,484 | | | | 6,601,514 | | | | Basic net income per Ordinary Share | | $ | 0.01 | | | $ | 0.01 | | | | | | For the Period from June 30, 2025 (Inception) Through December 31, 2025 | | | | | | ClassA | | | Class B | | | | | | Ordinary Shares | | | Ordinary Shares | | | | Diluted net income per Ordinary Share: | | | | | | | | | Numerator: | | | | | | | | | Allocation of net income | | $ | 32,767 | | | $ | 72,073 | | | | Denominator: | | | | | | | | | | | Diluted weighted average Ordinary Shares outstanding | | | 3,139,484 | | | | 6,905,473 | | | | Diluted net income per Ordinary Share | | $ | 0.01 | | | $ | 0.01 | | | **Recent Accounting Pronouncements** Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statement. **** **Note3Initial Public Offering** In the Initial Public Offering on November 28, 2025, the Company sold 17,250,000 Public Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Public Units, at a purchase price of $10.00 per Public Unit (the Over Allotment Option). Each Public Unit consists of one Public Share, and one Public Right. **Note4Private Placement** Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 255,000 Private Placement Units at a price of $10.00 per Private Placement Unit, or $2,550,000 in the aggregate, in a Private Placement. Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right. If the initial Business Combination is not completed within the Completion Window, the proceeds from the sale of the Private Placement Unitsheld in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). F-12 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** The Sponsor and the Companys officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i)waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii)waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Companys Amended and Restated Articles (A)to modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv)vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. **** **Note5Related Party Transactions** **** **Founder Shares** On July7, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, to cover certain of the Companys expenses, for which the Company issued 7,392,857 ClassB ordinary shares (the Class B Ordinary Shares and together with the Class A Ordinary Shares the Ordinary Shares), known as founder shares (the Founder Shares), to the Sponsor. Up to 964,286 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the Underwriters exercise the Over Allotment Option. On November 28, 2025, the Underwriters exercised the Over Allotment Option in full as part of the closing of the Initial Public Offering. As such, the 964,286 Founder Shares are no longer subject to forfeiture. On November 24, 2025, the Sponsor granted membership interests equivalent to an aggregate of 70,000 Founder Shares to the officer and directors of the Company in exchange for their services as officer and directors through the Companys initial Business Combination. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, Compensation-Stock Compensation (ASC 718). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 70,000 Founder Shares represented by such membership interests assigned to the holders of such interests on November 24, 2025 was $115,360 or $1.648 per share. The Company established the initial fair value Founder Shares on November 24, 2025, the date of the grant agreement, using a calculation prepared by a third party valuation team which takes into consideration the share price of $9.67, risk free rate of 3.96%, and a market adjustment of 17.1%. The Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors. The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. The Founder Shares are designated as ClassB Ordinary Shares and, except as described below, are identical to the ClassA Ordinary Shares included in the Public Unitsbeing sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i)the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii)the Founder Shares are entitled to registration rights; (iii)the Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A)waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination, (B)waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles (A)to modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if we have not consummated an initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity, (C)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or Private Placement Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D)vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from Public Shares they may purchase in compliance with the requirements of Rule14e-5 under the ExchangeAct, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv)the Founder Shares are automatically convertible into ClassA Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company Amended and Restated Articles, and (v)prior to the closing of the initial Business Combination, only holders of the ClassB Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F-13 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **IPO Promissory NoteRelated Party** The Sponsor has agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the IPO Promissory Note). The IPO Promissory Note is non-interest bearing, unsecured and due at the earlier of March31, 2026 or the closing of the Initial Public Offering. As of December 31, 2025, the Company had borrowed $184,357 under the IPO Promissory Note, which is now due on demand. Borrowings under the IPO Promissory Note are no longer available. **Administrative Services Agreement** The Company entered into an agreement with Nukkleus Defense Technologies, Inc., the managing member of the Sponsor, commencing on November 25, 2025 through the earlier of the Companys consummation of initial Business Combination and its liquidation, to pay an aggregate of $14,000 per month for office space, utilities, and secretarial and administrative support services. For the period from June 30, 2025 (inception) through December 31, 2025, the Company incurred $16,333 in fees for these services of which such amount is included in accounts payable and accrued expenses in the accompanying balance sheet. **** **Related Party Loans** In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (the Working capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Unitsof the post Business Combination entity at a price of $10.00 per unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding. **Note6Commitments and Contingencies** **** **Risks and Uncertainties** The Companys ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Companys control. The Companys ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel, Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Companys ability to complete an initial Business Combination. **** **Registration Rights** The holders of Founder Shares, Private Placement Units(and their underlying securities) and unitsthat may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and any ClassA Ordinary Shares issuable upon conversion of the Founder Shares and any Public Shares held by the initial shareholders at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement signed on November 25, 2025. These holders will be entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. In addition, these holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. F-14 **** **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **** **Underwriting Agreement** The Underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000Public Units to cover over-allotments, if any. On November 28, 2025, the underwriters elected to fully exercise the Over-Allotment Option to purchase an additional 2,250,000 Public Units at a price of $10.00 per Public Unit. The Underwriters were entitled to an underwriting discount of 2% of the gross proceeds of the Initial Public Offering, or $3,450,000 in the aggregate, which was paid upon the closing of the Initial Public Offering (the Deferred Fee). The Underwriters paid the Company an aggregate amount of $2,700,000 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering (a portion of which will be used for working capital). **Note7Shareholders Equity** **** **Preference Shares** **** The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of December 31, 2025, there were no shares of preference shares issued or outstanding. **** **ClassA Ordinary Shares** **** The Company is authorized to issue a total of 500,000,000 ClassA Ordinary Shares at par value of $0.0001 each. As of December 31, 2025, there were 255,000 Class A Ordinary Shares issued and outstanding, excluding the 17,250,000 shares subject to possible redemption. **ClassB Ordinary Shares** **** The Company is authorized to issue a total of 50,000,000 ClassB Ordinary Shares at par value of $0.0001 each. As of December 31, 2025, there were 7,392,857 Class B Ordinary Shares issued and outstanding. The Founder Shares will automatically convert into ClassA Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional ClassA Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which ClassB Ordinary Shares convert into ClassA Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding ClassB Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA Ordinary Shares issuable upon conversion of all ClassB Ordinary Shares will equal, in the aggregate, 30% of the sum of (i)the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any ClassA Ordinary Shares issued pursuant to the Underwriters Over-Allotment Option and excluding the securities underlying the Private Placement Units issued to the Sponsor), plus (ii)all ClassA Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any Shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to the officers or directors of the Company upon conversion of Working Capital Loans) minus (iii)any redemptions of ClassA Ordinary Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Companys ClassA Ordinary Shares and ClassB Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Companys shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, voting together as a single class, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50% of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the ClassB Ordinary Shares will (i)have the right to vote on the appointment and removal of directors and (ii)be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the ClassA Ordinary Shares will not be entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, voting together as a single class. F-15 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **** **Rights** **** Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one fifth (1/5) of one ClassA Ordinary Shares upon consummation of the initial Business Combination. In the event the Company is not the surviving Company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert its Rights in order to receive the one fifth (1/5) of one ClassA Ordinary Shares underlying each Right upon consummation of the Business Combination. The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, holders of Rights must hold Rights in multiples of 5 in order to receive shares for all of the Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. **Note8Fair Value Measurements** The fair value of the Companys financial assets and liabilities reflects managements estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: | | Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | | | | | | | | | Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | | | | | | | | | Level 3: | Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. | | The Companys investments held in the Trust Account, consisting of U.S. Treasury securities and/or money market funds, are classified as Level 1 financial instruments. | Description | | Level | | | December31, 2025 | | | | Assets: | | | | | | | | | Marketable securities held in Trust account | | | 1 | | | $ | 172,778,783 | | | The fair value of the Public Rights issued in the Initial Public Offering was $5,382,000, or $0.312 per Public Right. The Public Rights have been classified within shareholders equity and will not require remeasurement after issuance. The fair value was determined using Level 3 input due to the use of unobservable assumptions related to the market adjustments as noted below: | | | November28, 2025 | | | | Unit price | | $ | 10.03 | | | | Stock price | | $ | 9.72 | | | | Pre-adjusted value per right | | $ | 1.94 | | | | Market adjustment(1) | | | 16.0 | % | | | (1) | The Market adjustment reflects additional factors, which may include the likelihood of Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period. The adjustment is determined by comparing traded Public Right prices to simulated model outputs. The market adjustment was determined by calibrating traded Public Rights prices as of the valuation dates. | | **** F-16 **SC II ACQUISITION CORP.** **NOTES TO FINANCIAL STATEMENTS** **DECEMBER 31, 2025** **Note 9 Segment Information** **** FASB ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker (CODM), or group, in deciding how to allocate resources and assess performance. The Companys Chief Executive Officer has been identified as the CODM, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: | | | December31, 2025 | | | | Cash | | $ | 1,269,764 | | | | Marketable securities held in Trust Account | | $ | 172,778,783 | | | | | | For the Period from June 30, 2025 (Inception) Through December31, 2025 | | | | General and administrative expenses | | $ | 173,943 | | | | Interest earned on marketable securities held in Trust Account | | $ | 278,783 | | | General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Public Offering and eventually a Business Combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses , as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM also monitors the balance and returns on marketable securities held in the Trust Account, including interest income, to assess liquidity and capital preservation. **** **Note10Subsequent Events** The Company evaluated subsequent events and transactions that occurred after the balance sheet date through December 31, 2025, the date that the financial statement was issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statement. On January 16, 2026, the Company announced that, commencing on January 20, 2026, the holders of the Public Units may elect to separately trade the Public Shares and the Public Rights. Any Public Units not separated will continue to trade on the Global Market tier of The Nasdaq Stock Market LLC (Nasdaq) under the symbol SCIIU. The Public Shares and the Public Rights are expected to trade on the Global Market tier of Nasdaq under the symbols SCII and SCIIR, respectively. Holders of Public Units will need to have their brokers contact Continental, the Companys transfer agent, in order to separate the Public Units into Public Shares and Public Rights. F-17 **EXHIBIT INDEX** **** | No. | | Description of Exhibit | | | 1.1 | | Underwriting Agreement, dated November 25, 2025, by and between the Company and D.Boral, as representative of the several underwriters. (2) | | | 1.2 | | Amendment No. 1 to the Underwriting Agreement, dated December 1, 2025, by and between the Company and D.Boral, as representative of the several underwriters. (3) | | | 3 | | Amended and Restated Memorandum and Articles of Association of the Company. (2) | | | 4.1 | | Specimen Unit Certificate. (1) | | | 4.2 | | Specimen Ordinary Share Certificate. (1) | | | 4.3 | | Specimen Share Right Certificate. (1) | | | 4.4 | | Share Rights Agreement, dated November 25, 2025, by and between the Company and Continental, as rights agent. (2) | | | 4.5 | | Description of Registered Securities.* | | | 10.1 | | Promissory Note, dated June 30, 2025, issued to the Sponsor. (1) | | | 10.2 | | Securities Subscription Agreement, dated June 30, 20245 by and between the Sponsor and the Company. (1) | | | 10.3 | | Form of Indemnity Agreement (2) | | | 10.3 | | Investment Management Trust Agreement, November 25, 2025, by and between the Company and Continental, as trustee. (2) | | | 10.4 | | Registration Rights Agreement, dated November 25, 2025, by and among the Company, Sponsor and certain security holders. (2) | | | 10.5 | | Private Placement Units Purchase Agreement, dated November 25, 2025, by and between the Company and the Sponsor. (2) | | | 10.6 | | Letter Agreement, dated November 25, 2025, by and among the Company, its officers and directors, and the Sponsor. (2) | | | 10.7 | | Administrative Services Agreement, dated November 25, 2025, by and between the Company and an affiliate of the Sponsor. (2) | | | 14 | | Code of Business Conduct and Ethics, adopted November 17, 2025. (1) | | | 19 | | Insider Trading Compliance Manual, adopted November 17, 2025.* | | | 31.1 | | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | | | 31.2 | | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | | | 32.1 | | Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | | | 32.2 | | Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | | | 97 | | Executive Compensation Clawback Policy, adopted November 17, 2025.* | | | 99.1 | | Audit Committee Charter. (1) | | | 99.2 | | Compensation Committee Charter. (1) | | | 101.INS | | Inline XBRL Instance Document.* | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document.* | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document.* | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | | | 104 | | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* | | | * | Filed herewith. | | | ** | Furnished herewith. | | | (1) | Incorporated by reference to the Companys Registration Statement on Form S-1 (File No. 333-290917), filed with the SEC on October 16, 2025. | | | (2) | Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on November 28, 2025. | | | (3) | Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on December 4, 2025. | | 50 **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. | March 31, 2026 | SC II Acquisition Corp. | | | | | | | | | By: | /s/ Menachem Shalom | | | | Name: | Menachem Shalom | | | | Title: | Chief Executive Officer and Director (Principal Executive Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. | Name | | Position | | Date | | | | | | | | /s/ Menachem Shalom | | Chief Executive Officer and Director | | March 31, 2026 | | | Menachem Shalom | | (Principal Executive Officer) | | | | | | | | | | /s/ Asaf Yarkoni | | Chief Financial Officer | | March 31, 2026 | | | Asaf Yarkoni | | (Principal Financial and Accounting Officer) | | | | | | | | | | /s/ Seth Farbman | | Director | | March 31, 2026 | | | Seth Farbman | | | | | | | | | | | | /s/ Rachel Vidal Regev | | Director | | March 31, 2026 | | | Rachel Vidal Regev | | | | | | | | | | | | /s/ Yariv Cohen | | Director | | March 31, 2026 | | | Yariv Cohen | | | | | | 51