SC II Acquisition Corp (SCII) ends payments tech LOI talks

Q: What did SCII disclose about its payments technology business combination plans?

SC II Acquisition Corp. terminated a non-binding letter of intent with a payments technology company for a potential business combination and stated it will not pursue the Proposed Transaction described in that LOI.

Q: When did SCII originally sign the LOI with the payments technology company?

SC II Acquisition Corp. entered into the non-binding letter of intent on March 31, 2026 . The LOI outlined general terms and conditions for a possible business combination with a payments technology company.

Q: When did SCII terminate the LOI with the payments technology company?

On July 12, 2026 , SC II Acquisition Corp. informed the payments technology company that it was terminating the LOI effective immediately and that it no longer intended to pursue the Proposed Transaction.

Q: What ownership stake would SCII have acquired in the Target under the Proposed Transaction?

Under the LOI, SC II Acquisition Corp. would have acquired 100% of the Target’s outstanding equity and equity equivalents in the contemplated business combination, giving it full ownership of the payments technology company.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SC II Acquisition Corp. has terminated a previously announced non-binding letter of intent with a payments technology company covering a potential business combination. The LOI, signed on March 31, 2026, outlined terms under which SC II Acquisition Corp. would have acquired 100% of the Target’s outstanding equity and equity equivalents.

On July 12, 2026, SC II Acquisition Corp. informed the Target that it will not pursue the Proposed Transaction and terminated the LOI effective immediately. Following this termination, the company states that it has no remaining obligations under the LOI other than certain confidentiality obligations.

Filing Explained

The proposed Target combination ended at the LOI stage, leaving only specified confidentiality obligations and no disclosed completed acquisition.

Form 8-K reports specified material events, with its item numbers identifying the event category.

In its July 12, 2026 filing, SC II Acquisition Corp. disclosed that it terminated, effective immediately, a non-binding letter of intent with a payments technology company and will not pursue the proposed business combination. The transaction therefore ends at the proposal stage, and the company says its obligations under the letter of intent ended except for certain confidentiality obligations.

The letter of intent had outlined a potential acquisition of 100% of the Target’s outstanding equity and equity equivalents, but the filing reports termination rather than closing; it does not disclose a completed acquisition or related issuance.

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

Equity stake contemplated: 100% of outstanding equity and equity equivalents LOI date: March 31, 2026 LOI termination date: July 12, 2026 +2 more

5 metrics

Equity stake contemplated 100% of outstanding equity and equity equivalents Equity of the payments technology Target contemplated in the Proposed Transaction

LOI date March 31, 2026 Date the non-binding LOI with the payments technology company was entered into

LOI termination date July 12, 2026 Date SC II Acquisition Corp terminated the LOI with the Target

Rights conversion ratio one-fifth (1/5) of one Class A ordinary share Each right converts into this fraction upon consummation of the initial business combination

Class A share par value $0.0001 per share Par value of SC II Acquisition Corp Class A ordinary shares

Key Terms

non-binding letter of intent, initial business combination, Cayman Islands exempted company, forward-looking statements

4 terms

non-binding letter of intent regulatory

"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.

initial business combination financial

"upon the consummation of the initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Cayman Islands exempted company regulatory

"II Acquisition Corp., a Cayman Islands exempted company (the “Company”)"

A Cayman Islands exempted company is a legal entity incorporated under Cayman Islands law that is set up to do business mainly outside the islands; it offers flexible rules, limited local reporting and tax neutrality. For investors, it matters because the company’s legal protections, shareholder rights, disclosure requirements and tax treatment follow Cayman law rather than the investor’s home jurisdiction, which can affect governance, transparency and how easy it is to enforce claims—think of it like a car registered in another state for legal and tax reasons.

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.

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

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Understanding 8-K Material Events →

Available on EDGAR 07/13/2026 - 05:29 PM Accepted by SEC EDGAR 07/13/2026 - 05:29 PM

FAQ

What did SCII disclose about its payments technology business combination plans?

SC II Acquisition Corp. terminated a non-binding letter of intent with a payments technology company for a potential business combination and stated it will not pursue the Proposed Transaction described in that LOI.

When did SCII originally sign the LOI with the payments technology company?

SC II Acquisition Corp. entered into the non-binding letter of intent on March 31, 2026. The LOI outlined general terms and conditions for a possible business combination with a payments technology company.

When did SCII terminate the LOI with the payments technology company?

On July 12, 2026, SC II Acquisition Corp. informed the payments technology company that it was terminating the LOI effective immediately and that it no longer intended to pursue the Proposed Transaction.

What ownership stake would SCII have acquired in the Target under the Proposed Transaction?

Under the LOI, SC II Acquisition Corp. would have acquired 100% of the Target’s outstanding equity and equity equivalents in the contemplated business combination, giving it full ownership of the payments technology company.

What obligations remain for SCII after terminating the LOI?

After the termination, SC II Acquisition Corp. states it has no remaining obligations under the LOI other than certain confidentiality obligations, which continue to apply between the parties.

How are SCII’s rights structured in relation to its initial business combination?

Each SC II Acquisition Corp. right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the company’s initial business combination, as described in its listed securities.

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): July 12, 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.

As previously disclosed, 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. On July 12, 2026, the Company informed the Target that it is terminating the LOI, effective immediately, as the Company does not intend to pursue the Proposed Transaction. As a result of such termination, the Company no longer has any obligations pursuant to the LOI, other than certain confidentiality obligations.

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 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. 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: July 13, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents