SC II Acquisition Corp. Announces Pricing of $150,000,000 Initial Public Offering

Rhea-AI Summary

SC II Acquisition Corp (NASDAQ: SCIIU) priced an initial public offering of 15,000,000 units at $10.00 per unit, implying gross proceeds of $150,000,000. Units will begin trading on November 26, 2025 and closing is expected on November 28, 2025, subject to customary closing conditions.

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. The underwriters have a 45-day option to purchase up to an additional 2,250,000 units to cover over-allotments. The sponsor is managed by Nukkleus (Nasdaq: NUKK).

Positive

• Offering size: 15,000,000 units at $10.00 for $150,000,000
• Trading start: units to list on Nasdaq as SCIIU on November 26, 2025
• Underwriter option: 45-day option for 2,250,000 units (15%)

Negative

• Blank-check structure: no specific acquisition target or industry identified
• Rights structure: each unit includes a right to 1/5 of a share, creating potential future dilution
• Closing subject to customary conditions; offering completion is not guaranteed

Insights

SPAC capital markets analyst

SC II priced a standard $150,000,000 SPAC IPO; listing and over-allotment terms are routine.

SC II Acquisition Corp. set the offering at $10.00 per unit for 15,000,000 units, implying gross proceeds of $150,000,000. Each unit contains one Class A share and a right to receive one fifth of a share upon a business combination. The units begin trading on November 26, 2025 and the deal is expected to close on November 28, 2025, subject to customary conditions.

The sponsor link to Nukkleus Inc and named directors provide identifiable governance, and the underwriter has a standard 45% days over-allotment option for up to 2,250,000 additional units. The company is a blank check vehicle able to pursue targets in any industry or geography, so future value depends entirely on the eventual business combination and deal terms. The release includes customary forward-looking disclaimers and directs readers to the prospectus and the SEC filing for detailed risks.

Watch for the closing on November 28, 2025, the exercise or non-exercise of the over-allotment option in the following 45 days, and the timeline the sponsor sets for sourcing a combination; these items will materially affect liquidity and dilution over the next 12-24 months.

New York, NY, Nov. 25, 2025 (GLOBE NEWSWIRE) -- SC II Acquisition Corp. (NASDAQ: SCIIU) (the “Company”) today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The Company’s units will be listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SCIIU” and will begin trading on November 26, 2025. Each unit to be 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. The closing of the offering is expected to close on November 28, 2025, subject to customary closing conditions.

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 is acting as the sole book-running manager for the offering. Ellenoff Grossman & Schole LLP and Appleby (Cayman) Ltd. are serving as legal counsel to the Company, and Loeb & Loeb LLP is serving as legal counsel to the underwriters. The Company has granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units at the initial public offering price to cover over-allotments, if any. 

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. When available, 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 initial public offering. No assurance can be given that such offering will be completed on the terms described, or at all. 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 preliminary prospectus for the offering filed with the Securities and Exchange Commission. 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 SC II Acquisition Corp (SCIIU) price its IPO at and how many units were sold?

SC II Acquisition Corp priced 15,000,000 units at $10.00 per unit, totaling $150,000,000 in gross proceeds.

When will SCIIU begin trading on Nasdaq and what is the symbol?

Units will begin trading on Nasdaq on November 26, 2025 under the symbol SCIIU.

When is the SCIIU offering expected to close?

The offering is expected to close on November 28, 2025, subject to customary closing conditions.

What is the underwriter overallotment option for SCIIU's IPO?

Underwriters have a 45-day option to buy up to 2,250,000 additional units to cover over-allotments.

Who sponsors SC II Acquisition Corp and is there a public parent company?

The sponsor is managed by Nukkleus (Nasdaq: NUKK), a publicly listed parent referenced in the offering materials.

What does each SCIIU unit consist of and how could that affect shareholders?

Each unit contains one Class A ordinary share and one right to receive 1/5 of a Class A share upon a qualifying business combination, which can lead to future dilution when rights convert.