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): ~~November~~ 28January 16, ~~2025~~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	SCIIR	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.

~~On November~~Separate ~~28,~~Trading ~~2025, SC II Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”)~~ of ~~17,250,000~~ units (the “Units”), including the exercise in full by the underwriters of an option to purchase up to 2,250,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000. 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 right to receive one-fifth (1/5) of one Class A Ordinary~~ Share ~~upon the consummation of the Company’s initial business combination.~~Rights

~~Simultaneously~~On January ~~with~~16, 2026, SC II Acquisition Corp. (the ~~closing~~“Company”) announced that, commencing on January 20, 2026, the holders of the ~~IPO~~units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, ~~completed~~par ~~the~~value ~~private~~$0.0001 ~~sale~~per share (the “~~Private~~Class ~~Placement~~A Ordinary Share”), and one right to receive one-fifth (1/5) of anone ~~aggregate~~Class A Ordinary Share of ~~255,000~~the ~~Units~~Company upon the consummation of the Company’s initial business combination (the “~~Private~~Share ~~Placement Units~~Rights”), atmay aelect ~~purchase~~to ~~price~~separately oftrade ~~$10~~the Class A Ordinary Shares and the Share Rights included in the Units.00 ~~per~~Any ~~Private~~Units ~~Placement~~not separated ~~Unit,~~will ~~generating~~continue ~~gross~~to ~~proceeds~~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 ~~Company~~Nasdaq Global Market under the symbols “SCII” and “SCIIR,” respectively. Holders of $2Units will need to have their brokers contact Continental Stock Transfer & Trust Company,~~550~~ the Company’s transfer agent,~~000~~ in order to separate the Units into Class A Ordinary Shares and Share Rights.

A total of $172,500,000, or $10.00 per Unit, comprised of the net proceeds from the IPO and the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of November 28, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

On December 4, 2025, the Company and D. Boral Capital LLC entered into an Amendment No. 1 to the Underwriting Agreement dated November 25, 2025 (the “Underwriting Agreement”) to update the Schedule A of the Underwriting Agreement. A copy of the Amendment No. 1 to the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Amendment No. 1 to the Underwriting Agreement dated December 4, 2025.
99.1		Press Release dated January 16, 2026.
99.1		Audited Balance Sheet as of November 28, 2025.
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: December 4, 2025
Dated: January 16, 2026

Filing Compare · SC II Acquisition Corp.