Spartacus Acquisition Corp. II 8-K

What Happened

• Spartacus Acquisition Corp. II announced it consummated its IPO on February 12, 2026, selling 23,000,000 units at $10.00 per unit (including 3,000,000 units from the underwriters’ full over-allotment), generating gross IPO proceeds of $230,000,000.
• Each unit consists of one Class A ordinary share and one‑third of a redeemable warrant; each whole warrant is exercisable to purchase one Class A ordinary share at $11.50.
• Simultaneously, the company completed a private placement of 4,125,000 warrants to Spartacus Sponsor II LLC at $1.00 per warrant, producing $4,125,000 in proceeds. The filing reports $230,000,000 (the net proceeds) was placed in a U.S.-based trust account. An audited balance sheet as of February 12, 2026 reflecting these receipts is included as Exhibit 99.1.

Key Details

• IPO size: 23,000,000 units at $10.00 each (includes 3,000,000-unit over-allotment).
• IPO gross proceeds: $230,000,000.
• Private placement: 4,125,000 warrants sold to the Sponsor at $1.00 each (gross $4,125,000).
• Trust account: $230,000,000 placed with Continental Stock Transfer & Trust Company as trustee; audited balance sheet included.

Why It Matters

• The company is now capitalized and has placed the IPO proceeds in a trust account, a standard SPAC practice that preserves investor funds until a business combination is completed.
• Existing public shares, public warrants and sponsor private placement warrants create potential future dilution and exercise dynamics investors should note when evaluating ownership and capital structure.
• The included audited balance sheet provides a formal, audited snapshot of the company’s financial position immediately after the IPO and private placement.