8-K
SC II Acquisition Corp. (SCII)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION13 OR 15(d)
OF THE SECURITIES EXCHANGEACT OF 1934
Date of Report (Dateof earliest event reported): January 16, 2026
SC II Acquisition Corp.
(Exact name of registrantas specified in its charter)
| Cayman Islands | 001-42977 | 98-1876716 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
| 575 Fifth Avenue, 14th Floor, New York, NY | 10017 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (646) 257-4214
Not Applicable
(Former name or formeraddress, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on 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 upon the consummation of the initial business combination | SCIIR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Separate Trading of Class A Ordinary Sharesand Share Rights
On January 16, 2026, SC II Acquisition Corp. (the “Company”) announced that, commencing on January 20, 2026, the holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one right to receive one-fifth (1/5) of one Class A Ordinary Share of the Company upon the consummation of the Company’s initial business combination (the “ShareRights”), may elect to separately trade the Class A Ordinary Shares and the Share Rights included in the Units. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “SCIIU”. The Class A Ordinary Shares and the Share Rights are expected to trade on the Nasdaq Global Market under the symbols “SCII” and “SCIIR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Share Rights.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated January 16, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SC II Acquisition Corp. | |||
|---|---|---|---|
| By: | /s/ Menachem Shalom | ||
| Name: | Menachem Shalom | ||
| Title: | Chief Executive Officer | ||
| Dated: January 16, 2026 |
2
Exhibit 99.1
SC II Acquisitions Corp Announces the SeparateTrading of its Class A Ordinary Sharesand Rights, Commencing January 20, 2026
New York, NY, Jan. 16, 2026 (GLOBE NEWSWIRE) -- SC II Acquisition Corp. (Nasdaq: SCIIU) (the “Company”) announced today that, commencing January 20, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and rights included in the units. The Class A ordinary shares and rights that are separated will trade on the Nasdaq Global Market under the symbols “SCII” and “SCIIR,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “SCIIU.” Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A ordinary shares and rights.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About SC II Acquisition Corp.
The Company is a blank check company formed 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 Company may pursue an initial business combination target in any industry or geographical location. The Company’s sponsor is managed by Nukkleus Defense Technologies, Inc., a Nevada corporation, which is a wholly-owned subsidiary of Nukkleus Inc (Nasdaq: NUKK).
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding unit separation, and related matters, are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“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. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
SC II Acquisition Corp.
Menny Shalom
ms@shalom.capital