SC II Acquisition (SCII) signs non-binding LOI to buy payments technology firm

Q: What did SC II Acquisition Corp. (SCII) announce in this 8-K?

SC II Acquisition Corp. announced it entered into a non-binding letter of intent with a payments technology company for a potential business combination. The contemplated deal would see SC II acquire 100% of the target’s equity and equity equivalents , subject to future definitive agreements.

Q: Is the SCII letter of intent for the payments company a binding agreement?

No, the letter of intent is explicitly non-binding and only a preliminary expression of mutual interest. Aside from limited binding terms on exclusivity, confidentiality, waiver of claims against the trust account, and governing law, neither party is obligated to complete any transaction.

Q: What type of transaction is SCII exploring with the payments technology company?

SC II Acquisition Corp. is exploring a potential business combination in which it would acquire 100% of the outstanding equity and equity equivalents of the payments technology company. This structure aligns with a typical de-SPAC merger, subject to final terms and approvals.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SC II Acquisition Corp. entered into a non-binding letter of intent on March 31, 2026 with an unnamed payments technology company for a potential business combination in which SC II would acquire 100% of the target’s equity and equity equivalents.

The LOI is only a preliminary expression of interest, with no obligation for either party to complete the transaction. Only limited provisions such as exclusivity, confidentiality, waiver of claims against SC II’s trust account, and governing law are binding. The company highlights forward-looking risks, including failure to agree definitive terms, inability to satisfy closing conditions or obtain regulatory approvals, potential termination of the LOI, disruption to operations, transaction costs, and the level of redemptions by SC II’s public shareholders.

Insights

SC II signs a preliminary, non-binding LOI for a full-payments merger, but many hurdles remain.

SC II Acquisition Corp. has taken an early step toward a de-SPAC by signing a non-binding LOI to acquire 100% of a payments technology company. This signals a potential full business combination rather than a minority investment.

However, the LOI leaves both sides free to walk away, with only exclusivity, confidentiality, trust-account waivers, and governing law binding. The text stresses key risks: inability to agree definitive documents, failure to meet closing conditions, regulatory approvals, and possible disruption to current operations.

Outcomes will also depend on redemptions by SC II’s public shareholders and transaction costs. Overall, this is an early-stage development that outlines intent but does not yet change the company’s economic position until definitive agreements are executed and conditions satisfied.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Proposed stake: 100% of equity and equity equivalents LOI date: March 31, 2026

2 metrics

Proposed stake 100% of equity and equity equivalents Contemplated acquisition of the payments technology company

LOI date March 31, 2026 Date SC II entered into the non-binding letter of intent

Key Terms

non-binding letter of intent, business combination, trust account, forward-looking statements, +1 more

5 terms

non-binding letter of intent financial

"entered into a non-binding letter of intent (the “LOI”) with a payments technology company"

A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.

business combination financial

"terms and conditions of a potential business combination (the “Proposed Transaction”)"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

trust account financial

"including, among other things, exclusivity, confidentiality, the waiver of claims against the Company’s trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

redemptions financial

"the level of redemptions by the Company’s public stockholders"

Redemptions are the act of returning an investment to the issuer or fund in exchange for cash, such as when investors cash out shares in a mutual fund, preferred stock, or when a bond reaches maturity and is paid back. For investors this matters because redemptions change how much cash a company or fund must pay out and can shrink a fund’s size or pressure a company’s liquidity, affecting prices and future yield like many people trying to withdraw money from a single ATM at once.

Understanding 8-K Material Events →

04/07/2026 - 08:30 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 31, 2026

SC II Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42977		98-1876716
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification 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 former address, 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 Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) 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 which registered
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.

On March 31, 2026, SC II Acquisition Corp., a Cayman Islands exempted company (the “Company”), entered into a non-binding letter of intent (the “LOI”) with a payments technology company (the “Target”), which outlines the general terms and conditions of a potential business combination (the “Proposed Transaction”) pursuant to which the Company would acquire 100% of the outstanding equity and equity equivalents of the Target.

The LOI is a preliminary, non-binding expression of mutual interest and does not constitute a binding commitment, obligation or agreement of the Company or the Target to consummate the Proposed Transaction or any other transaction. Except for certain limited binding provisions, including, among other things, exclusivity, confidentiality, the waiver of claims against the Company’s trust account, and governing law, neither the Company nor the Target has any legal obligation to the other party with respect to the Proposed Transaction by virtue of the LOI.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “should,” “could,” “would,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “project,” “proposed,” “continue,” “will” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the Proposed Transaction and the ability of the parties to consummate the Proposed Transaction. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that could cause actual results to differ materially include, among others: (i) the inability of the Company and the Target to negotiate and execute definitive agreements with respect to the Proposed Transaction; (ii) the inability of the Company and the Target to satisfy the conditions to the closing of the Proposed Transaction; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the LOI or the definitive agreements for the Proposed Transaction; (iv) the inability to obtain regulatory approvals; (v) the risk that the Proposed Transaction disrupts current plans and operations of the Company or the Target; (vi) costs related to the Proposed Transaction; (vii) the level of redemptions by the Company’s public stockholders; and (viii) those factors discussed in the Company’s prospectus dated November 25, 2025, and other documents filed from time to time with the U.S. Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

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: April 7, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did SC II Acquisition Corp. (SCII) announce in this 8-K?

SC II Acquisition Corp. announced it entered into a non-binding letter of intent with a payments technology company for a potential business combination. The contemplated deal would see SC II acquire 100% of the target’s equity and equity equivalents, subject to future definitive agreements.

Is the SCII letter of intent for the payments company a binding agreement?

No, the letter of intent is explicitly non-binding and only a preliminary expression of mutual interest. Aside from limited binding terms on exclusivity, confidentiality, waiver of claims against the trust account, and governing law, neither party is obligated to complete any transaction.

What type of transaction is SCII exploring with the payments technology company?

SC II Acquisition Corp. is exploring a potential business combination in which it would acquire 100% of the outstanding equity and equity equivalents of the payments technology company. This structure aligns with a typical de-SPAC merger, subject to final terms and approvals.

What risks to the proposed SCII business combination are highlighted?

The company lists several risks, including failure to negotiate and execute definitive agreements, inability to satisfy closing conditions, potential termination of the LOI, difficulty obtaining regulatory approvals, disruption to current operations, transaction-related costs, and the level of public shareholder redemptions.

Does the SCII LOI affect claims against its trust account?

Yes, among the limited binding provisions, the LOI includes a waiver of claims against SC II’s trust account. This means the parties agree that funds in the trust account will not be subject to certain claims relating to the proposed business combination arrangements.

How does SCII describe the forward-looking nature of this potential transaction?

The company characterizes statements about the potential business combination as forward-looking statements subject to many uncertainties. It notes actual outcomes could differ materially due to negotiation challenges, regulatory approvals, operational disruptions, costs, and other factors discussed in its prospectus and SEC filings.

Filing Exhibits & Attachments

4 documents

SC II Acquisition (SCII) signs non-binding LOI to buy payments technology firm

Rhea-AI Filing Summary

Positive

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