Mizuho discloses 5.7% stake in SC II Acquisition

Mizuho Financial Group, Inc. reports beneficial ownership of 1,000,000 common shares of SC II Acquisition Corp., representing 5.7% of the class as of the reported event.

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. reports beneficial ownership of 1,000,000 common shares of SC II Acquisition Corp., representing 5.7% of the class as of the reported event. Mizuho has sole voting and dispositive power over these shares, with no shared authority.

The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of SC II Acquisition Corp. The shares are directly held by Mizuho Securities USA LLC, a wholly owned subsidiary of Mizuho Financial Group, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Schedule 13G filing reveal about SC II Acquisition Corp. (SCII)?

The filing shows Mizuho Financial Group, Inc. beneficially owns common shares of SC II Acquisition Corp. It discloses ownership level, voting and dispositive power, and confirms the stake is held in the ordinary course of business without an intent to influence corporate control.

How many SC II Acquisition Corp. (SCII) shares does Mizuho Financial Group own?

Mizuho Financial Group reports beneficial ownership of 1,000,000 common shares of SC II Acquisition Corp. The filing notes Mizuho has sole power to vote and dispose of these 1,000,000 shares, with no shared voting or dispositive authority over the position.

What percentage of SC II Acquisition Corp. (SCII) does Mizuho’s stake represent?

Mizuho’s reported 1,000,000 common shares represent 5.7% of SC II Acquisition Corp.’s outstanding class. This level of ownership crosses the 5% threshold, triggering the Schedule 13G disclosure requirement for institutional or passive investors under U.S. securities regulations.

Is Mizuho Financial Group seeking control of SC II Acquisition Corp. (SCII)?

The filing states the securities were acquired and are held in the ordinary course of business, not to change or influence control. It also confirms the shares are not held in connection with any transaction aimed at obtaining control of SC II Acquisition Corp.

Who directly holds the SC II Acquisition Corp. (SCII) shares reported by Mizuho?

The filing explains that the equity securities are directly held by Mizuho Securities USA LLC. Mizuho Financial Group, Inc., Mizuho Bank, Ltd., and Mizuho Americas LLC may be deemed indirect beneficial owners because Mizuho Securities USA LLC is their wholly owned subsidiary.

What type of reporting person is Mizuho in this SC II Acquisition Corp. (SCII) filing?

Mizuho is classified as a parent holding company in the ownership disclosure. The filing notes it qualifies under the parent holding company or control person category and provides an exhibit identifying the relevant subsidiary connected to the reported share ownership.

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Accepted by SEC EDGAR 02/12/2026 - 07:01 AM EST Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SC II Acquisition Corp.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G7866D128

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G7866D128

1

Names of Reporting Persons

Mizuho Financial Group, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.7 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SC II Acquisition Corp.
(b)	Address of issuer's principal executive offices: 575 Fifth Avenue 14th Floor NEW YORK, NY 10017
Item 2.
(a)	Name of person filing: Mizuho Financial Group, Inc.
(b)	Address or principal business office or, if none, residence: 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan
(c)	Citizenship: Japan
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: G7866D128
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Parent Holding Company
Item 4.	Ownership
(a)	Amount beneficially owned: 1,000,000
(b)	Percent of class: 5.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,000,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,000,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit A
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Parent Holding Company is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mizuho Financial Group, Inc.

Signature:	/s/ Takahiro Katsura
Name/Title:	Takahiro Katsura, Managing Director, Global Corporate Function Coordination Department
Date:	02/12/2026