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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):
February 10, 2026
Spartacus Acquisition Corp. II
(Exact Name of Registrant as Specified in Its
Charter)
| Cayman Islands |
|
001-43113 |
|
98-1896857 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
3800 N Lamar Blvd, Suite 200
Austin, TX 78756
(Address of principal executive offices, including
zip code)
Registrant’s telephone number,
including area code: (770) 305-6434
Not Applicable
(Former name or former address, if changed since
last report)
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-third of one redeemable warrant |
|
TMTSU |
|
The Nasdaq Stock
Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
TMTS |
|
The Nasdaq Stock
Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
TMTSW |
|
The Nasdaq Stock
Market LLC |
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)) |
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 1.01. Entry into a Material Definitive Agreement.
On February 12, 2026, Spartacus Acquisition Corp. II (the “Company”) consummated its initial public offering (the “IPO”)
of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the full exercise by the underwriters of their
over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Each
Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and
one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the
holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form
S-1 (File No. 333-292421) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on December 23, 2025, as amended (the “Registration Statement”):
| |
● |
An Underwriting Agreement, dated February 10, 2026, by and between the Company and BTIG, LLC as representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
● |
A Warrant Agreement, dated February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
● |
An Investment Management Trust Agreement, dated February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
● |
A Registration Rights Agreement, dated February 10, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Warrants Purchase Agreement, dated February 10, 2026 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and Spartacus Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
● |
A Letter Agreement, dated February 10, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
● |
An Administrative Services Agreement, dated February 10, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
● |
Indemnity Agreements, dated February 10, 2026 (each, an “Indemnity Agreement”), by and among the Company and each director and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
The material terms of such agreements are fully
described in the Company’s final prospectus, dated February 10, 2026, as filed with the Commission on February 11, 2026 (the “Prospectus”)
and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity
Securities.
Simultaneously with the closing of the IPO, pursuant
to the Sponsor Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 4,125,000 warrants
(the “Private Placement Warrants”) to the Sponsor, with each Private Placement Warrant exercisable to purchase one
Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $4,125,000 in the aggregate. The
Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as
otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance
of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 10, 2026, in connection with the IPO
Christopher Downie, David Marshack and Eric Edidin (collectively, the “Directors”) were appointed to the board of directors
of the Company (the “Board”). Christopher Downie, David Marshack and Eric Edidin are independent directors. Effective
February 10, 2026, each of Christopher Downie, David Marshack and Eric Edidin were appointed to the Board’s Audit Committee, with
Mr. Edidin serving as chair of the Audit Committee. Each of Christopher Downie, David Marshack and Eric Edidin were appointed to the Board’s
Compensation Committee, with Mr. Downie serving as chair of the Compensation Committee.
Following the appointment of the Directors, the
Board is comprised of three classes. The term of office of the first class of Directors, which consists of Mr. Downie, will expire
at the Company’s first annual general meeting of shareholders. The term of office of the second class of Directors, which consists
of Messrs. Marshack and Edidin will expire at the Company’s second annual general meeting of shareholders. The term of office of
the third class of Directors, which consists of Messrs. Aquino and Volshteyn, will expire at the Company’s third annual general
meeting of shareholders.
On February 10, 2026, in connection with their
appointments to the Board, each Director and the Company’s officers entered into the Letter Agreement as well as an Indemnity Agreement
with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Other than the foregoing, none of the Directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as Directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement
and the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement
and the form of Indemnity Agreement, copies of which are attached as Exhibits 10.1 and 10.5 hereto, respectively, and are incorporated
herein by reference.
Item 5.03. Amendments to Certificate
of Incorporation or Bylaws; Change in Fiscal Year.
On February 10, 2026, in connection with the IPO,
the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles
of Association”) with the Cayman Islands Registrar of Companies, which was effective on February 10, 2026. The terms of the
Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by
reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete and is qualified
in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit
3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $230,000,000 of the proceeds from the
IPO (which amount includes $2,300,000 of the underwriter’s deferred discount) and the sale of the Private Placement Warrants, was
placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect
to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution
expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of
the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete
its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s
Board may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection
with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance
or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination
within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or
pre-initial business combination activity.
On February 11, 2026, the underwriters in the
IPO informed the Company that the over-allotment option would be exercised in full.
On February 10, 2026, the Company issued a press
release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 12, 2026, the Company issued a press
release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 10, 2026, by and between the Company and the Representative, as representative of the several underwriters. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, February 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated February 10, 2026, by and among the Company and certain security holders. |
| |
|
|
| 10.3 |
|
Sponsor Private Placement Warrants Purchase Agreement, dated February 10, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Letter Agreement, dated February 10, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.5 |
|
Administrative Services Agreement, dated February 10, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.5 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-288651), filed by the Company on December 23, 2025). |
| |
|
|
| 99.1 |
|
Press Release, dated February 10, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated February 12, 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.
| |
Spartacus Acquisition Corp. II |
| |
|
|
| Date: February 17, 2026 |
By: |
/s/ Igor Volshteyn |
| |
|
Name: |
Igor Volshteyn |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Spartacus Acquisition
Corp. II Announces Pricing of $200,000,000 Initial Public Offering
New York, NY, Feb. 10, 2026 (GLOBE NEWSWIRE)
-- Spartacus Acquisition Corp. II (the “Company”) announced today that it priced its initial public offering of 20,000,000
units, at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading, Wednesday,
February 11, 2026 under the ticker symbol “TMTSU.” Each unit consists of one share of the Company’s Class A common stock
and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock
at a price of $11.50 per share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. Once the securities comprising the units begin separate trading, shares of the Class A common stock
and warrants are expected to be listed on Nasdaq under the symbols “TMTS” and “TMTSW,” respectively.
The offering is expected to close on February
12, 2026, subject to customary closing conditions.
The Company is a blank check company formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. While the Company may pursue an initial business combination target in any stage of its corporate evolution
or in any business industry or sector, it intends to focus its search on technology, media and telecommunications (“TMT”)
companies. The Company is led by Chairman, Peter D. Aquino, Chief Executive Officer, Igor Volshteyn and Chief Financial Officer, Mark
Szynkowski. In addition to Messrs. Aquino, Volshteyn and Szynkowski, the Board of Directors includes Christopher Downie, David Marshack
and Eric Edidin.
BTIG, LLC is acting as sole book-running manager
of the offering. Odeon Capital Group, LLC is acting as co-manager of the offering. The Klein Group, LLC (“The Klein Group”),
an affiliate of M. Klein and Company, a global strategic advisory firm, is acting as our capital markets advisor in connection with this
offering. We have also engaged The Klein Group to serve as our lead financial and M&A advisor and BTIG, LLC to serve as our co-financial
and M&A advisor in connection with our initial business combination. The Company has granted BTIG, LLC a 45-day option to purchase
up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.
A registration statement
relating to the securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective
on January 30, 2026. The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained
from BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com or by accessing the SEC’s
website, www.sec.gov.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute “forward-looking statements,” including with respect to the proposed initial public offering and search for an
initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or
at all, or that the net proceeds will be used as indicated.
Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the
“Risk Factors” section of the Company’s registration statement and preliminary prospectus for the Company’s
initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The
Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as
required by law.
Contact
Igor Volshteyn
Chief Executive Officer
Spartacus Acquisition Corp. II
info@spartacus-ac.com
Exhibit 99.2
Spartacus Acquisition Corp. II Announces
Closing of $230,000,000 Initial Public Offering
Austin, TX, Feb. 12, 2026 (GLOBE NEWSWIRE)
-- Spartacus Acquisition Corp. II (the “Company”) announced today that it closed its initial public offering of 23,000,000
units, at $10.00 per unit, including 3,000,000 units pursuant to the full exercise of the overallotment option by the underwriters. The
units began trading on the Nasdaq Capital Market (“Nasdaq”) on Wednesday, February 11, 2026 under the ticker symbol “TMTSU.”
Each unit consists of one share of the Company’s Class A ordinary share and one-third of one redeemable warrant, each whole warrant
entitling the holder thereof to purchase one share of Class A ordinary share at a price of $11.50 per share. Only whole warrants are exercisable.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising
the units begin separate trading, shares of the Class A ordinary share and warrants are expected to be listed on Nasdaq under the symbols
“TMTS” and “TMTSW,” respectively.
The Company is a blank check company formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. While the Company may pursue an initial business combination target in any stage of its corporate evolution
or in any business industry or sector, it intends to focus its search on technology, media and telecommunications (“TMT”)
companies. The Company is led by Chairman, Peter D. Aquino, Chief Executive Officer, Igor Volshteyn and Chief Financial Officer, Mark
Szynkowski. In addition to Messrs. Aquino, Volshteyn and Szynkowski, the Board of Directors includes Christopher Downie, David Marshack
and Eric Edidin.
BTIG, LLC acted as sole book-running manager
of the offering. Odeon Capital Group, LLC acted as co-manager of the offering. The Klein Group, LLC (“The Klein Group”), an
affiliate of M. Klein and Company, a global strategic advisory firm, acted as our capital markets advisor in connection with the
offering. We also engaged The Klein Group to serve as our lead financial and M&A advisor and BTIG, LLC to serve as our co-financial and
M&A advisor in connection with our initial business combination.
Of the proceeds received from the consummation
of the initial public offering and a simultaneous private placement of units, $230,000,000.00 (or $10.00 per unit sold in the public offering)
was placed in the Company’s trust account.
A registration statement
relating to the securities was filed with the Securities and Exchange Commission (the “SEC”). and became effective on January
30, 2026. The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from BTIG,
LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com or by accessing the SEC’s
website, www.sec.gov.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that
constitute “forward-looking statements,” including with respect to the initial public offering and search for an initial business
combination. No assurance can be given that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors”
section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC.
Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
Contact
Igor Volshteyn
Chief Executive Officer
Spartacus Acquisition Corp. II
info@spartacus-ac.com
