SC II Acquisition Corp-A 2026年季度报告

SC II ACQUISITION CORP. Condensed Balance Sheets as of March 31, 2026, (Unaudited) and December 31, 20251Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 20262 Unless otherwise stated in the Report (as defined below), or the context otherwise requires, references to: ●“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed withthe SEC (as defined below) on March 31, 2026;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated November 25, 2025, whichwe entered into with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, ascurrently in effect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganizationor similar business combination with one or more businesses; ●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; ●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; ●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; ●“Combination Period” are to (i) the 18-month period, from the closing of the Initial Public Offering (as defined below) toMay 25, 2027, that we have to consummate an initial Business Combination, (ii) the 24-month period, from the closingof the Initial Public Offering to, November 25, 2027, that we have to consummate an initial Business Combination, if we ●“Company,” “our,” “we” or “us” are to SC II Acquisition Corp., a Cayman Islands exempted company; ●“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and rights agent of ourRights (as defined below); ●“Deferred Fee” are to the additional aggregate fee of $3,450,000 to which the Underwriters (as defined below) areentitled that is payable only upon our completion of the initial Business Combination and shall not be paid from the ●“Exchange Act” are to the Securities Exchange Act of 1934, as amended; ●“FASB” are to the Financial Accounting Standards Board; ●“Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial PublicOffering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B OrdinaryShares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or ●“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on November 25, 2025; ●“Investment Company Act” are to the Investment Company Act of 1940, as amended; ●“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on June 30, 2025;●“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on October 16, 2025, as amended, and declared effective on November 25, 2025 (File No. 333-290917); ●“Letter Agreement” are to the Letter Agreement, dated November 25, 2025, which we entered into with our Sponsor, directors and officers; ●“Management” or our “Management Team” are to our executive officers directors; ●“Nasdaq” are to The Nasdaq Stock Market LLC; ●“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC(as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; ●“Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of the Report; ●“Option Units” are to the 2,250,000 units that were purchased by the Underwriters pursuant to the full exercise of theOver-Allotment Option (as defined below); ●“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; ●“Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 2,250,000Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; ●“Private Placement” are to the private placement of Private Placement Units (as defined below) that occurredsimultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase ●“Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extentour Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to