SC II Acquisition Corp. Annual Report - How They Did This Year

I’m updating our guide on SC II Acquisition Corp. with the latest details from their 2025 year-end filing. As a reminder, this isn't a typical company—it’s a "blank check" firm. Here is the plain-English breakdown of where things stand.

1. What does this company do?

SC II is a Special Purpose Acquisition Company (SPAC). It has no products, no employees, and no sales. It is a shell company based in the Cayman Islands that holds $172.5 million from its November 2025 IPO. Its only goal is to buy or merge with a private company in the defense, aerospace, and national security sectors.

2. Financial performance

Because the company doesn't sell products, it has no traditional revenue or profit.

• The Numbers: Between June 2025 and December 31, 2025, the company spent $173,943 on administrative costs. Interest earned on the cash in its trust account totaled $278,783, resulting in a profit of $104,840 for the period.
• The Cash Pile: As of December 31, 2025, the company held $1.27 million in cash for daily operations. The trust account holds $172.8 million, invested in safe, short-term U.S. Treasury securities.
• The Timeline: The company has 18 months from its November 2025 IPO to complete a deal. If it fails by May 2027, it must close and return the cash to shareholders. The board can extend this to 24 months (November 2027) by adding more money to the trust without a shareholder vote.

3. Who is running the show?

CEO Menachem Shalom and CFO Asaf Yarkoni lead the team. Both also hold the same roles at Kochav Defense Acquisition Corp., another SPAC that raised $150 million in 2024. Because they manage multiple "blank check" companies in the same industry, their time and focus are split, creating competition for potential deals.

4. The Ownership Structure & Protections

The "Sponsor" owns 4,312,500 "Founder Shares," representing 20% of the company's shares after the IPO.

• The "Skin in the Game" Catch: Management invested $5.5 million in private warrants to cover IPO costs. If the company fails to find a deal, these warrants become worthless, and the Sponsor loses their money. However, the Sponsor keeps exclusive voting rights, meaning they control all board and business decisions until a merger happens.
• The "Rights" Factor: As of January 20, 2026, you can separate your "Public Units" into individual shares and partial warrants. These rights grant you a fraction of a share once a merger happens. If the company closes without a deal, these rights and warrants expire worthless, and you would only receive your share of the cash from the trust.

5. Major risks

• Dilution: The company has authorized millions of public and private warrants. If these are used, the company will issue more shares, which reduces your ownership percentage and your share of future earnings.
• Conflict of Interest: Management does not have to present every deal to SC II. They might prioritize a target for their other company, Kochav, leaving SC II with less attractive options.
• Voting Power: You have no say in choosing directors or approving a merger until the official merger documents are filed. Even then, the Sponsor’s Founder Shares give them enough voting power to control the outcome.

SUMMARY_STATUS: SUFFICIENT You are holding cash, not a business. You can now separate your units into shares and rights. While this offers more flexibility, the core risks remain. You are betting on management’s ability to find a deal while they juggle multiple SPACs. With the clock ticking toward their 18-month deadline, this remains a high-risk, speculative play.