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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): January 16, 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.
Separate Trading of Class A Ordinary Shares
and Share Rights
On
January 16, 2026, SC II Acquisition Corp. (the “Company”) announced that, commencing on January 20, 2026, the holders
of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share
of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one right to receive one-fifth (1/5)
of one Class A Ordinary Share of the Company upon the consummation of the Company’s initial business combination (the “Share
Rights”), may elect to separately trade the Class A Ordinary Shares and the Share Rights included in the Units. Any Units not
separated will continue to trade on the Nasdaq Global Market under the symbol “SCIIU”. The Class A Ordinary Shares and the
Share Rights are expected to trade on the Nasdaq Global Market under the symbols “SCII” and “SCIIR,” respectively.
Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer
agent, in order to separate the Units into Class A Ordinary Shares and Share Rights.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated January 16, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: January 16, 2026 |
|
|
|
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