SC II Acquisition Corp. Announces Completion of $172.5 Million IPO

Rhea-AI Summary

SC II Acquisition Corp (NASDAQ: SCIIU) closed its initial public offering on November 28, 2025, selling 17,250,000 units at $10.00 per unit for $172,500,000 gross proceeds, which includes 2,250,000 overallotment units exercised in full. Units began trading on Nasdaq on November 26, 2025 under the symbol SCIIU. Each unit contains one Class A ordinary share and one right to receive 1/5 of a Class A share upon consummation of an initial business combination; Class A shares and rights are expected to trade separately as SCII and SCIIR.

A concurrent private placement sold 255,000 units at $10.00 for $2,550,000. The sponsor is managed by Nukkleus Defense Technologies, a subsidiary of Nukkleus (Nasdaq: NUKK). D. Boral Capital acted as book-runner.

Positive

• Gross proceeds of $172,500,000 from the IPO
• Underwriters exercised 2,250,000 unit overallotment in full
• Concurrent private placement raised $2,550,000
• Units listed on Nasdaq as SCIIU and began trading Nov 26, 2025
• Sponsor backed by Nukkleus (Nasdaq: NUKK)

Negative

• No announced initial business combination target
• Forward-looking use of proceeds not guaranteed
• Units convert to fractional rights (1/5 share) on combination

News Market Reaction – SCIIU

-0.10%

-0.10% Session close to close

In the Nov 28 session, SCIIU declined 0.10%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement highlights the completion of SC II Acquisition Corp.’s IPO, selling 17,250,000 uni...

Analysis

This announcement highlights the completion of SC II Acquisition Corp.’s IPO, selling 17,250,000 units at $10.00 for $172,500,000 in gross proceeds, alongside a 255,000-unit private placement raising $2,550,000. Each unit includes a right to 1/5 of a Class A share upon a future business combination. Investors may watch future deal announcements, unit separation into SCII and SCIIR, and capital deployment progress.

Key Figures

IPO units: 17,250,000 units IPO price: $10.00 per unit IPO gross proceeds: $172,500,000 +5 more

8 metrics

IPO units 17,250,000 units Initial public offering size including overallotment

IPO price $10.00 per unit Unit price in initial public offering

IPO gross proceeds $172,500,000 Gross proceeds from sale of 17,250,000 units

Overallotment units 2,250,000 units Underwriters’ over-allotment option exercised in full

Private placement units 255,000 units Concurrent private placement at $10.00 per unit

Private placement proceeds $2,550,000 Gross proceeds from concurrent private placement

Unit right ratio 1/5 Class A share Right per unit upon initial business combination

Current price $10.06 Price before this news, near $10.00 IPO level

Historical Context

1 past event · Latest: Nov 28 (Neutral)

1 events

Date	Event	Sentiment	24h Move	Catalyst
Nov 28	IPO completion	Neutral	-0.1%	Completion of IPO units and concurrent private placement on Nasdaq listing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Recent Company History

This announcement marks SC II Acquisition Corp.’s IPO completion, with 17,250,000 units sold at $10.00 for $172,500,000 in gross proceeds, including 2,250,000 overallotment units. A concurrent private placement of 255,000 units raised an additional $2,550,000. Units began trading on Nasdaq under SCIIU on November 26, 2025. With only this IPO-related event in recent history, today’s trading mainly reflects initial price discovery around the offering level.

Key Terms

initial public offering, over-allotment option, blank check company, registration statement, +1 more

5 terms

initial public offering financial

"announced the closing of its initial public offering of 17,250,000 units"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

over-allotment option financial

"includes 2,250,000 units issued pursuant to the exercise by the underwriters of their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

blank check company financial

"The Company is a blank check company formed for the purpose of effecting a merger"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

registration statement regulatory

"A registration statement relating to the units and the underlying securities became effective"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"The offering is being made only by means of a prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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New York, NY, Nov. 28, 2025 (GLOBE NEWSWIRE) -- SC II Acquisition Corp. (NASDAQ: SCIIU) (the “Company”) today announced the closing of its initial public offering of 17,250,000 units, at a price of $10.00 per unit, which includes 2,250,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in full, resulting in gross proceeds of $172,500,000. The Company’s units are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SCIIU” and began trading on November 26, 2025. Each unit issued in the offering consists of one Class A ordinary share of the Company and one right to receive one fifth (1/5) of a Class A ordinary share upon the consummation of the Company’s initial business combination. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on Nasdaq under the symbols “SCII” and “SCIIR,” respectively.

Concurrently with the closing of the initial public offering, the Company closed on a private placement of 255,000 units at a price of $10.00 per unit, resulting in gross proceeds of $2,550,000. The private placement units are identical to the units sold in the initial public offering, subject to certain limited exceptions as described in the final prospectus.

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) and its management team is led by Menny Shalom, its Chief Executive Officer and a director. Seth Farbman, Rachel Vidal Regev and Yariv Cohen are independent directors.

D. Boral Capital acted as the sole book-running manager for the offering. Ellenoff Grossman & Schole LLP and Appleby (Cayman) Ltd. served as legal counsel to the Company, and Loeb & Loeb LLP served as legal counsel to the underwriters.

A registration statement relating to the units and the underlying securities became effective on November 25, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.

The offering is being made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from D. Boral Capital LLC: Attn: 590 Madison Avenue 39^th Floor, New York, NY 10022, or by email at info@dboralcapital.com , or by telephone at (212) 970-5150, or from the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds and search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated.  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 final prospectus for the offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Contact Information:

SC II Acquisition Corp.
Menny Shalom
ms@shalom.capital

FAQ

What did SCIIU announce on November 28, 2025 about its IPO?

SCIIU closed an IPO of 17,250,000 units at $10 each, raising $172,500,000 in gross proceeds.

How many units did underwriters exercise for SCIIU and what was the impact?

Underwriters exercised the full overallotment of 2,250,000 units, increasing gross proceeds to $172.5M.

What is included in each SCIIU unit and future ticker symbols?

Each unit includes one Class A share and one right to receive 1/5 of a Class A share; separate tickers expected to be SCII (shares) and SCIIR (rights).

Did SCIIU complete any private placement alongside the IPO?

Yes, SCIIU completed a private placement of 255,000 units at $10, raising $2,550,000.

Who sponsors SCIIU and what public affiliation is disclosed?

The sponsor is managed by Nukkleus Defense Technologies, a subsidiary of Nukkleus (Nasdaq: NUKK).

When did SCIIU begin trading on Nasdaq and under which symbol?

SCIIU units began trading on Nasdaq on November 26, 2025 under the symbol SCIIU.