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

Insights

Capital Markets Analyst

SC II closed a $172,500,000 IPO on Nov 26, 2025, creating a cash pool for a future business combination.

As a blank‑check vehicle, SC II Acquisition Corp. now lists units on Nasdaq and holds gross proceeds of $172,500,000, plus a concurrent private placement of $2,550,000. Each unit pairs one Class A share with a right to receive one‑fifth of a share upon deal close, preserving typical SPAC economics for sponsors and public holders.

The immediate business mechanism is simple: the company must identify and close an initial business combination within the time and terms set by its governing documents to deploy the cash. Key dependencies include the quality and timing of target diligence, shareholder approval mechanics, and any redemption behavior once a target is announced, each of which will materially affect net deal proceeds and ownership.

Watch for the announced search timeline and deal terms, the ticker transition to SCII and SCIIR when securities separate, and any filings that set the combo deadline or sponsor agreement details; expect these monitorable items within the typical SPAC search window following the IPO, and refer to the registration statement and prospectus for exact timelines and restrictions.

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.