Company Description
SC II Acquisition Corp. (NASDAQ: SCIIU) is described as 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. According to the company’s public disclosures, it may pursue an initial business combination target in any industry or geographical location, rather than limiting itself to a specific sector.
The company’s units trade on the Nasdaq Global Market under the symbol SCIIU. Each unit consists of one Class A ordinary share and one right to receive one fifth 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, as stated in the company’s offering announcements.
SC II Acquisition Corp. completed an initial public offering of units, with the offering described in its public news releases. In connection with the IPO, the company also completed a private placement of additional units. The private placement units are described as identical to the units sold in the initial public offering, subject to certain limited exceptions outlined in the final prospectus.
The company’s sponsor is managed by Nukkleus Defense Technologies, Inc., a Nevada corporation that is identified as a wholly owned subsidiary of Nukkleus Inc. The sponsor and management team structure are highlighted in the company’s news releases, which note that the management team is led by a chief executive officer and director, and that the board includes independent directors.
As a blank check company, SC II Acquisition Corp. was incorporated with the stated objective of identifying and completing an initial business combination. The company’s disclosures emphasize that it may evaluate potential targets across different industries and regions, providing flexibility in how it approaches its business combination strategy. Specific target industries or operating businesses are not identified in the available information, reflecting the broad mandate typical of this type of entity.
The company’s IPO and related transactions are described in detail in its public announcements and associated prospectus, including information about the units, the rights attached to those units, and the role of the underwriters and legal counsel. The registration statement relating to the units and underlying securities became effective prior to the commencement of trading, and the company notes that the offering is made only by means of a prospectus filed with the U.S. Securities and Exchange Commission.
Business purpose and structure
SC II Acquisition Corp. states that its business purpose is to complete a business combination with one or more operating businesses through structures such as mergers, amalgamations, share exchanges, asset acquisitions, share purchases, reorganizations or similar transactions. Until such a transaction is completed, it functions as a special purpose acquisition company, or SPAC, with capital raised in its initial public offering and private placement.
The company’s units, Class A ordinary shares, and rights are structured so that holders of rights are entitled to receive a fraction of a Class A ordinary share upon the consummation of the initial business combination. This structure is outlined in the company’s IPO announcements and is further described in its prospectus referenced in those releases.
Stock information
According to the company’s public announcements, the units of SC II Acquisition Corp. are listed on the Nasdaq Global Market under the ticker symbol SCIIU. The company has indicated that, once separate trading of the components of the units begins, the Class A ordinary shares and rights are expected to trade on Nasdaq under the symbols SCII and SCIIR, respectively. These symbols relate to the securities issued in connection with the company’s initial public offering.
Role of sponsor and management
The sponsor of SC II Acquisition Corp. is managed by Nukkleus Defense Technologies, Inc., which is identified as a Nevada corporation and a wholly owned subsidiary of Nukkleus Inc. The sponsor is responsible for managing the SPAC’s organizational and operational activities as it seeks to identify and complete a business combination. The company’s news releases also note that its management team is led by a chief executive officer who is also a director, and that the board includes independent directors, reflecting a governance structure described in its public disclosures.
Use of proceeds and transaction framework
The public announcements describe the gross proceeds raised in the initial public offering and the concurrent private placement. These proceeds are associated with the units sold to public investors and to the sponsor in the private placement. Details of how the proceeds are held and applied toward a future business combination are set out in the company’s prospectus and registration statement referenced in the news releases.
Because SC II Acquisition Corp. is a blank check company, its long-term operations and financial profile will depend on the business or businesses it ultimately combines with. Until such a transaction is completed, the available information focuses on its formation, capital structure, sponsor relationship, and listing of its units and related securities on Nasdaq.
Key characteristics
- Blank check company formed to complete a business combination with one or more businesses.
- Units listed on the Nasdaq Global Market under the symbol SCIIU.
- Each unit consists of one Class A ordinary share and one right to receive one fifth of a Class A ordinary share upon completion of the initial business combination.
- Potential business combination targets may be in any industry or geographical location.
- Sponsor managed by Nukkleus Defense Technologies, Inc., a wholly owned subsidiary of Nukkleus Inc.
- Governance structure that includes a management team and independent directors, as described in public announcements.