SC II Acquisition Corp. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42977 SC II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-1876716 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 575 Fifth Avenue , 14th Floor New York, New York 10017 (Address of principal executive offices) (Zip Code) (646) 257-4214 (Registrant’s telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, 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 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 entitling the holder to receive one-fifth (1/5) of one Class A Ordinary Share SCIIR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ As of August 14, 2026, there were 17,505,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,392,857 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. SC II ACQUISITION CORP. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026 TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION 1 Item 1. Financial Statements. 1 Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 1 Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and for June 30, 2025 (Inception) 2 Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2026 and for June 30, 2025 (Inception) 3 Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and for the Period June 30, 2025 4 Notes to Unaudited Condensed Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 19 Item 4. Controls and Procedures. 20 PART II – OTHER INFORMATION 21 Item 1. Legal Proceedings. 21 Item 1A. Risk Factors. 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 21 Item 3. Defaults Upon Senior Securities. 21 Item 4. Mine Safety Disclosures. 21 Item 5. Other Information. 21 Item 6. Exhibits. 22 SIGNATURES 23 i Unless otherwise stated in this 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 with the SEC (as defined below) on March 31, 2026; ● “2026 First Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the SEC on May 15, 2026; ● “Administrative Services Agreement” are to the Administrative Services Agreement, dated November 25, 2025, which we 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, as currently 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, reorganization or 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) to May 25, 2027, that we have to consummate an initial Business Combination, (ii) the 24-month period, from the closing of the Initial Public Offering to, November 25, 2027, that we have to consummate an initial Business Combination, if we extend the period of time to consummate a Business Combination by the full amount of time, as described in more detail in this Report, or (iii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; ● “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 our Rights (as defined below); ● “Deferred Fee” are to the additional aggregate fee of $3,450,000 to which the Underwriters (as defined below) are entitled that is payable only upon our completion of the initial Business Combination, pursuant to the terms of the Underwriting Agreement (as defined below); ● “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 Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); ● “GAAP” are to the accounting principles generally accepted in the United States of America; ii ● “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on November 28, 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 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 this Report; ● “Option Units” are to the 2,250,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-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 2,250,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement, which was fully exercised; ● “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement (as defined below); ● “Private Placement Rights” are to the rights included within the Private Placement Units purchased by our Sponsor in the Private Placement; ● “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor in the Private Placement; ● “Private Placement Units” are to the units purchased by our Sponsor in the Private Placement; ● “Private Placement Units Purchase Agreement” are to the Private Placement Units Purchase Agreement, dated November 25, 2025, which we entered into with our Sponsor; ● “Public Rights” are to the rights included as part of the Public Units (as defined below), which grant the holder the right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of the Business Combination; iii ● “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our 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 such Public Shares; ● “Public Shares” are to the Class A Ordinary Shares included as part of the Public Units (whether they were purchased in our Initial Public Offering or thereafter in the open market); ● “Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting of one Public Share and one Public Right; ● “Registration Rights Agreement” are to the Registration Rights Agreement, dated November 25, 2025, which we entered into with the Sponsor and the other holders party thereto; ● “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026; ● “Rights” are to the Private Placement Rights and the Public Rights, together; ● “SEC” are to the U.S. Securities and Exchange Commission; ● “Securities Act” are to the Securities Act of 1933, as amended; ● “SPAC” are to a special purpose acquisition company; ● “Sponsor” are to SC Capital II Sponsor LLC, a Delaware limited liability company; ● “Trust Account” are to the U.S.-based trust account in which an amount of $172,500,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; ● “Trust Agreement” are to the Investment Management Trust Agreement, dated November 25, 2025, which we entered into with Continental, as trustee of the Trust Account; ● “Underwriters” are to the several underwriters of the Initial Public Offering, collectively; ● “Underwriting Agreement” are to the Underwriting Agreement, dated November 25, 2025, which we entered into with D. Boral, as the representative of the Underwriters, as amended; ● “Units” are to the Private Placement Units and the Public Units, together; and ● “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us. iv PART I - FINANCIAL INFORMATION Item 1. Financial Statements. SC II ACQUISITION CORP. CONDENSED BALANCE SHEETS June 30, 2026 December 31, 2025 (Unaudited) Assets: Current assets Cash $ 751,003 $ 1,269,764 Prepaid expenses 55,513 12,489 Prepaid insurance 81,175 89,917 Total current assets 887,691 1,372,170 Long term prepaid insurance — 36,216 Marketable securities held in Trust Account 175,889,009 172,778,783 Total Assets $ 176,776,700 $ 174,187,169 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity Current liabilities Accrued offering costs $ 75,703 $ 75,703 Accrued expenses 179,566 27,833 IPO Promissory Note – related party — 184,357 Total Current Liabilities 255,269 287,893 Commitments and Contingencies (Note 6) Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value; 17,250,000 shares at redemption value of $ 10.20 and $ 10.02 per share as of June 30, 2026 and December 31, 2025, respectively 175,889,009 172,778,783 Shareholders’ Equity Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of June 30, 2026 and December 31, 2025 — — Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 255,000 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 26 26 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,392,857 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (1) 739 739 Additional paid-in capital — 1,014,888 Retained earnings 631,657 104,840 Total Shareholders’ Equity 632,422 1,120,493 Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity $ 176,776,700 $ 174,187,169 (1) As of December 31, 2025, following the full exercise of the Over-Allotment Option on November 28, 2025, 964,286 Founder Shares are no longer subject to forfeiture (Note 5). The accompanying notes are an integral part of these unaudited condensed financial statements. 1 SC II ACQUISITION CORP. UNAUDITED CONDENSED STATEMENTS OF OPERATIONS For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 For the Period June 30, 2025 (Inception) General and administrative expenses $ 304,523 $ 488,552 $ 10,420 Loss from Operations ( 304,523 ) ( 488,552 ) ( 10,420 ) Other income: Interest earned in operating account 213 481 — Interest earned on marketable securities held in Trust Account 1,320,521 3,110,226 — Total other income 1,320,734 3,110,707 — Net income (loss) $ 1,016,211 $ 2,622,155 $ ( 10,420 ) Basic and diluted weighted average shares outstanding of Class A Ordinary Shares 17,505,000 17,505,000 — Basic and diluted net income per ordinary share, Class A Ordinary Shares outstanding $ 0.04 $ 0.11 $ — Basic and diluted weighted average shares outstanding of Class B Ordinary Shares (1) 7,392,857 7,392,857 — Basic and diluted net income per ordinary share, Class B Ordinary Shares outstanding $ 0.04 $ 0.11 $ — (1) As of June 30, 2026, following the full exercise of the Over-Allotment Option on November 28, 2025, 964,286 Founder Shares are no longer subject to forfeiture and are included in the outstanding share balance (Note 5). Prior to the full exercise of the Over-Allotment Option on November 28, 2025, these Founder Shares were subject to forfeiture and were excluded from the calculation of basic weighted average shares outstanding. However, for purposes of diluted earnings per share, such Founder Shares were included from the beginning of the interim period, (i.e. October 1, 2025), as the contingency was assumed to be satisfied. The accompanying notes are an integral part of these unaudited condensed financial statements. 2 SC II ACQUISITION CORP. UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 Class A Class B Additional Total Ordinary Shares Ordinary Shares Paid-in Retained Shareholders’ Shares Amount Shares (1) Amount Capital Earnings Equity Balance – December 31, 2025 255,000 $ 26 7,392,857 $ 739 $ 1,014,888 $ 104,840 $ 1,120,493 Accretion of Ordinary Shares to redemption value — — — — ( 1,014,888 ) ( 774,817 ) ( 1,789,705 ) Net income — — — — — 1,605,944 1,605,944 Balance – March 31, 2026 255,000 26 7,392,857 739 — 935,967 936,732 Accretion of Ordinary Shares to redemption value — — — — — ( 1,320,521 ) ( 1,320,521 ) Net income — — — — — 1,016,211 1,016,211 Balance – June 30, 2026 255,000 $ 26 7,392,857 $ 739 $ — $ 631,657 $ 632,422 FOR THE DAY JUNE 30, 2025 (INCEPTION) THROUGH JUNE 30, 2025 Class A Class B Additional Total Ordinary Shares Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – June 30, 2025 (Inception) — $ — — $ — $ — $ — $ — Accretion of Ordinary Shares to redemption value — — — — — — — Net loss — — — — — ( 10,420 ) ( 10,420 ) Balance – June 30, 2025 — — — — — ( 10,420 ) ( 10,420 ) (1) As of June 30, 2026, following the full exercise of the Over-Allotment Option on November 28, 2025, 964,286 Founder Shares are no longer subject to forfeiture and are included in the outstanding share balance (Note 5). The accompanying notes are an integral part of these unaudited condensed financial statements. 3 SC II ACQUISITION CORP. UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2026 For the Period from June 30, 2025 (Inception) Through June 30, 2025 Cash Flows from Operating Activities: Net income (loss) $ 2,622,155 $ ( 10,420 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Operating costs paid through IPO Promissory Note – related party — 10,420 Interest earned on marketable securities held in Trust Account ( 3,110,226 ) — Changes in operating assets and liabilities: — Prepaid expenses ( 43,024 ) — Prepaid insurance 8,742 Long Term prepaid insurance 36,216 — Accrued expenses 151,733 — Net cash used in operating activities ( 334,404 ) — Cash Flows from Financing Activities: — Repayment of IPO Promissory Note - related party ( 184,357 ) — Net cash used in financing activities ( 184,357 ) — Net Change in Cash ( 518,761 ) Cash - Beginning of period 1,269,764 — Cash - End of period $ 751,003 $ — The accompanying notes are an integral part of these unaudited condensed financial statements. 4 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS SC II Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 30, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. The Company may pursue an initial Business Combination target in any industry. As of June 30, 2026, the Company had not entered into a definitive agreement with a specific Business Combination target. As of June 30, 2026, the Company had not commenced any operations. All activity for the period from June 30, 2025 (inception) through June 30, 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, which are held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 16, 2025, (File No. 333-290917) was declared effective on November 25, 2025 (as amended, the “IPO Registration Statement”). On November 28, 2025, the Company consummated the initial public offering of 17,250,000 units (the “Public Units”) at $ 10.00 per Public Unit, which included the full exercise of the Over-Allotment Option (as defined in Note 6) of 2,250,000 units (the “Option Units”), generating gross proceeds of $ 172,500,000 (the “Initial Public Offering”), as discussed in Note 3. Each Public Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one right to receive one fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Public Rights”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 255,000 units (the “Private Placement Units” and together with the Public Units, the “Units”), to the Company’s sponsor, SC Capital II Sponsor LLC (the “Sponsor”), at a price of $ 10.00 per Private Placement Unit, or $ 2,550,000 in the aggregate (the “Private Placement”), as discussed in Note 4. Each Private Placement Unit consists of one Class A Ordinary Share (the “Private Placement Shares”) and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon consummation of a Business Combination (the “Private Placement Rights”, and together with the Public Rights, the “Rights”). Transaction costs amounted to $ 1,280,564 , consisting of $ 750,000 of cash underwriting fee (net of $ 2,700,000 underwriters’ reimbursement), and $ 530,564 of other offering costs. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of Deferred Fee (as defined in Note 6) and taxes payable, if any, on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. 5 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 Following the closing of the Initial Public Offering, on November 28, 2025, an amount of $ 172,500,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement was placed in the trust account (the “Trust Account”), located in the United States, and may only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except for the withdrawal of interest to pay taxes, other than excise taxes, if any, and up to $ 100,000 to pay dissolution expenses, as applicable, if any, the proceeds from the Initial Public Offering and the portion of the proceeds from the Private Placement deposited into the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by May 25, 2027, which the Company may, at the Sponsor’s option, extend two times, each by an additional three (3) months, without shareholder approval, for a total of 24 months from the closing of the Initial Public Offering), or by such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”). The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes, if any, payable and up to $ 100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account invested was $ 10.20 per Public Share as of June 30, 2026. The Class A Ordinary Shares subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has only the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, if any, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. 6 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, dated November 25, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, and up to $ 100,000 of dissolution expenses, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the several underwriters of the Initial Public Offering (collectively, the “Underwriters”) against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor will be able to satisfy those obligations. NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in the accompanying unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the (i) IPO Registration Statement and (ii) Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2026. The interim results for the three and six months ended June 30, 2026 and for the period from June 30, 2025 (inception) through June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any future periods. 7 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 Liquidity, Capital Resources and Going Concern The Company’s liquidity needs up to November 28, 2025 were satisfied through (i) a contribution of $ 25,000 from the Sponsor in exchange for the issuance of the Founder Shares and (ii) a loan pursuant to the IPO Promissory Note (as defined in Note 5). Following the Initial Public Offering and the Private Placement, the Company’s liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account. As of June 30, 2026, the Company had cash of $ 751,003 and working capital surplus of $ 632,422 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company intends to repay such loaned amounts at that time. Up to $ 1,500,000 of such Working Capital Loans may be converted into Private Placement-equivalent units upon consummation of the Business Combination at a price of $ 10.00 per unit. Such units would be identical to the Private Placement Units. As of June 30, 2026, and December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued, as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Combination Period, then it will cease all operations except for the purpose of liquidating. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that the accompanying unaudited condensed financial statements were issued. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities in the accompanying unaudited condensed financial statements should the Company be required to liquidate after May 25, 2027. There can be no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited condensed financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 8 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 Use of Estimates The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amount of revenues and expenses during the reported period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 751,003 and $ 1,269,764 in cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively. Marketable Securities Held in Trust Account As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 175,889,009 and $ 172,778,783 , respectively, were held in money market funds which invest in U.S. Treasury securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Rights and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity Offering costs allocated to the Public Rights and Private Placement Units were charged to shareholders’ equity. After Management’s evaluation, the Public Rights included in the Public Units were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 9 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026, and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Rights The Company accounted for the Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity” the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and retained earnings. Accordingly, as of June 30, 2026 and December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the accompanying condensed balance sheets. As of June 30, 2026, and December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying condensed balance sheets are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Rights ( 5,382,000 ) Class A Ordinary Shares issuance costs ( 1,233,123 ) Plus: Remeasurement of carrying value to redemption value 6,893,906 Class A Ordinary Shares subject to redemption as of December 31, 2025 172,778,783 Plus: Remeasurement of carrying value to redemption value 1,789,705 Class A Ordinary Shares subject to redemption as of March 31, 2026 174,568,488 Plus: Remeasurement of carrying value to redemption value 1,320,521 Class A Ordinary Shares subject to redemption as of June 30, 2026 $ 175,889,009 Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata to the shares. Net income (loss) per Ordinary Share (as defined in Note 5) is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income (loss) per Ordinary Share as the redemption value approximates fair value. The calculation of diluted income (loss) per Ordinary Share does not consider the effect of the Rights issued in connection with the (i) Initial Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) Private Placement Rights, since the average share price of the Ordinary Shares for the period June 30, 2025 (inception) through ended June 30, 2026 was less than the exercise price and therefore, the inclusion of such Rights and Private Placement Rights under the treasury share method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Rights are convertible into 3,501,000 Ordinary Shares in the aggregate. As of June 30, 2026 and December 31, 2025, the Company had potentially dilutive securities; however, such securities were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive or contingent upon the occurrence of future events. As a result, diluted net income (loss) per Ordinary Share is the same as basic net income per Ordinary Share for the periods presented. 10 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 The following table reflects the calculation of basic and diluted net income (loss) per Ordinary Share: For the Three Months Ended June 30, For the Six Months Ended June 30, For the Day June 30, 2025 (Inception) 2026 2026 2025 Class A Class B Class A Class B Class A Class B Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Basic and diluted net income (loss) per Ordinary Share: Numerator: Allocation of net income (loss) $ 714,470 $ 301,741 $ 1,843,565 $ 778,590 $ — $ ( 10,420 ) Denominator: Basic and diluted weighted average Ordinary Shares outstanding 17,505,000 7,392,857 17,505,000 7,392,857 — — Basic and diluted net income per Ordinary Share $ 0.04 $ 0.04 $ 0.11 $ 0.11 $ — $ — Recent Accounting Standards Management does not believe that there are any recently issued, but not effective, accounting standards, which if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. NOTE 3 — INITIAL PUBLIC OFFERING In the Initial Public Offering on November 28, 2025, the Company sold 17,250,000 Public Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Public Units, at a purchase price of $ 10.00 per Public Unit (the “Over-Allotment Option”). Each Public Unit consists of one Public Share, and one Public Right. NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 255,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, or $ 2,550,000 in the aggregate, in the Private Placement. Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right. If the initial Business Combination is not completed within the Combination Period, the proceeds from the Private Placement held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On July 7, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per Class B Ordinary Share, to cover certain of the Company’s expenses, for which the Company issued 7,392,857 Class B ordinary shares of the Company, par value $ 0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”) to the Sponsor (collectively, the “Founder Shares”). The Founder Shares included an aggregate of up to 964,286 shares that were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On November 28, 2025, the Over-Allotment Option was exercised in full as part of the closing of the Initial Public Offering; consequently, those 964,286 Founder Shares are no longer subject to forfeiture. On November 24, 2025, the Sponsor granted membership interests equivalent to an aggregate of 70,000 Founder Shares to the officer and directors of the Company in exchange for their services as officer and directors through the initial Business Combination. The membership interest assignment of the Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 70,000 Founder Shares represented by such membership interests assigned to the holders of such interests on November 24, 2025 was $ 115,360 or $ 1.648 per share. The Company established the initial fair value Founder Shares on November 24, 2025, the date of the grant agreement, using a calculation prepared by a third-party valuation team which takes into consideration the share price of $ 9.67 , risk free rate of 3.96 %, and a market adjustment of 17.1 %. The Founder Shares were classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors. The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. 11 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor, officers and directors have entered into a the Letter Agreement, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if we have not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from Public Shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles, and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). IPO Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering, pursuant to an unsecured promissory note (the “IPO Promissory Note”). The IPO Promissory Note is non-interest bearing, unsecured and due at the earlier of June 30, 2026, or the closing of the Initial Public Offering. The Company had borrowed $ 184,357 under the IPO Promissory Note, which was repaid on February 18, 2026. Borrowings under the IPO Promissory Note are no longer available. Administrative Services Agreement The Company entered into an agreement with Nukkleus Defense Technologies, Inc., the managing member of the Sponsor, commencing on November 25, 2025 through the earlier of the Company’s consummation of initial Business Combination and its liquidation, to pay an aggregate of $ 14,000 per month for office space, utilities, and secretarial and administrative support services. For the three and six months ended June 30, 2026, the Company incurred $ 42,000 and $ 84,000 , respectively. For the period from June 30, 2025 (inception) through June 30, 2025, there was no administrative support services. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required. If the Company completes a Business Combination, the Company intends to repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account will be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Except as set forth above, the terms of such Working Capital Loans have not been determined and no written agreements exist with such Working Capital Loans. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding. 12 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel, Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Registration Rights Agreement The holders of (i) the Founder Shares, (ii) the Private Placement Units (and their underlying securities) and (iii) units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) any Class A Ordinary Share held by the holders of the Founder Shares at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement dated November 25, 2025. These holders will be entitled to make up to three demands, excluding short form demands, and have “piggyback” registration rights. In addition, these holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On November 28, 2025, the Underwriters elected to fully exercise the Over-Allotment Option to purchase an additional 2,250,000 Option Units at a price of $ 10.00 per Option Unit. The Underwriters were entitled to an underwriting discount of 2 % of the gross proceeds of the Initial Public Offering, or $ 3,450,000 in the aggregate, which was paid upon the closing of the Initial Public Offering (the “Deferred Fee”). The Underwriters paid the Company an aggregate amount of $ 2,700,000 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering (a portion of which will be used for working capital). NOTE 7 — SHAREHOLDERS’ EQUITY (DEFICIT) Preference Shares The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of June 30, 2026 and December 31, 2025, there were 255,000 Class A Ordinary Shares issued and outstanding, excluding the 17,250,000 Public Shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. As of June 30, 2026 and December 31, 2025, there were 7,392,857 Class B Ordinary Shares issued and outstanding. The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 30 % of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the securities underlying the Private Placement Units issued to the Sponsor), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement-equivalent units issued to the Sponsor or any of its affiliates or to the officers or directors of the Company upon conversion of Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. 13 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands , as may be amended from time to time, or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, voting together as a single class, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares have the right to vote on (i) the appointment and removal of directors and (ii) continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company’s approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, voting together as a single class. Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one fifth (1/5) of one Class A Ordinary Share upon consummation of the initial Business Combination. In the event the Company is not the surviving Company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert its Rights in order to receive the one fifth (1/5) of one Class A Ordinary Share underlying each Right upon consummation of the Business Combination. The Company will not issue fractional shares in connection with an exchange of Rights. Fractional Class A Ordinary Shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, holders of Rights must hold Rights in multiples of five (5) in order to receive Class A Ordinary Shares for all of the Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. NOTE 8 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s investments held in the Trust Account, consisting of money market funds which invest in U.S Treasury securities, are classified as Level 1 financial instruments. Description Level June 30, 2026 December 31, 2025 Assets: Marketable securities held in Trust Account 1 $ 175,889,009 $ 172,778,783 14 SC II ACQUISITION CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 The fair value of the Public Rights issued in the Initial Public Offering was $ 5,382,000 , or $ 0.312 per Public Right. The Public Rights have been classified within shareholders’ equity and will not require remeasurement after issuance. The fair value was determined using Level 3 input due to the use of unobservable assumptions related to the market adjustments as noted below: November 28, 2025 Unit price $ 10.03 Stock price $ 9.72 Pre-adjusted value per right $ 1.94 Market adjustment (1) 16.0 % (1) The Market adjustment reflects additional factors, which may include the likelihood of a Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to the beginning of the exercise period. The adjustment is determined by comparing traded Public Right prices to simulated model outputs. The market adjustment was determined by calibrating traded Public Rights prices as of the valuation dates. NOTE 9 — SEGMENT INFORMATION FASB ASC Topic 280, “Segment Reporting” establishes standards for companies to report in their unaudited condensed financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by a company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer has been identified as the CODM, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the accompanying unaudited condensed statements of operations as net income or loss. The measure of segment assets is reported on the accompanying condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: June 30, December 31, 2026 2025 Cash $ 751,003 $ 1,269,764 Marketable securities held in Trust Account $ 175,889,009 $ 172,778,783 For the Three Months Ended June 30, For the Six Months Ended June 30, For the Period from June 30, 2025 (Inception) Through June 30, 2026 2026 2025 General and administrative costs $ 304,523 $ 488,552 $ 10,420 Interest earned on marketable securities held in Trust Account $ 1,320,521 $ 3,110,226 $ — General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Initial Public Offering and eventually a Business Combination within the Combination Period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM also monitors the balance and returns on marketable securities held in the Trust Account, including interest income, to assess liquidity and capital preservation. NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheet date through August 14, 2026, the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the accompanying unaudited condensed financial statements 15 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Cautionary Note Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations, and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by such forward-looking statements as a result of certain factors detailed in our filings with the SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”. Overview We are a blank check company incorporated in the Cayman Islands on June 30, 2025, for the purpose of effecting a Business Combination. Our Sponsor is SC Capital II Sponsor LLC. We are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful. Our IPO Registration Statement became effective on November 25, 2025. On November 28, 2025, we consummated our Initial Public Offering of 17,250,000 Public Units, including 2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one Public Right. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $172,500,000. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 255,000 Private Placement Units to our Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $2,550,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. Following the closing of the Initial Public Offering and Private Placement, an amount of $172,500,000 from the proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below. We have until May 25, 2027 (18 months from the closing of the Initial Public Offering) , or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. Additionally, pursuant to the Amended and Restated Articles, we may, at the Sponsor’s option, extend the Combination Period two times, each by an additional three (3) months, without shareholder approval, for a total of 24 months following the Initial Public Offering. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. 16 We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 30, 2025 (inception) through December 31, 2025, have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses. For the three months ended June 30, 2026, we had net income of $1,016,211, which consisted of interest earned on marketable securities held in the Trust Account of $1,320,521 and interest earned in operating account of $213 , partially offset by general and administrative expenses of $ $304,523. For the six months ended June 30, 2026, we had net income of $2,622,155, which consisted of interest earned on marketable securities held in the Trust Account of $3,110,226 and interest earned in operating account of $481, partially offset by general and administrative expenses of $488,552. For the period from June 30, 2025 (inception) through June 30, 2025, we had a net loss $10,420, which consisted solely of general and administrative expenses. Liquidity, Capital Resources and Going Concern Our liquidity needs through November 28, 2025 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account. Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $172,500,000 was placed in the Trust Account. We incurred fees of $1,280,564 in the Initial Public Offering, consisting of $750,000 of cash underwriting fee, the Deferred Fee of $2,700,000 and $530,564 of other offering costs. For the six months ended June 30, 2026, net cash used in operating activities was $334,404. Net income of $2,622,155 was offset by interest earned on marketable securities of $3,110,226, and changes in operating assets and liabilities, which used $153,667 of cash from operating activities. For the period from June 30, 2025 (inception) through June 30, net cash used in operating activities was $0. Net loss of $10,420 was offset by operating costs paid through promissory note – related party of $10,420. As of June 30, 2026, we had marketable securities held in the Trust Account of $175,889,009 (including approximately $3,389,009 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. As of June 30, 2026, we had cash held outside of the Trust Account of $751,003. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. 17 IPO Promissory Note Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of March 31, 2026 or the completion of our Initial Public Offering. The loan of $184,357 is now due on demand. No additional borrowing is available under the IPO Promissory Note. Working Capital Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of June 30, 2026, we did not have any borrowings under any Working Capital Loans. Going Concern In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 25, 2027. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows: Administrative Services Agreement Commencing on November 26, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $14,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended June 30, 2026, we incurred $42,000 and $84,000 in fees for these services, respectively. For the period from June 30, 2025 (inception) through June 30, 2025, there was no administrative support services. Underwriting Agreement We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,500,000 Option Units to cover over-allotments, if any. On November 28, 2025, the Underwriters fully exercised their Over-Allotment Option. The Underwriters were paid a cash underwriting discount of $3,450,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the Underwriters are entitled to the Deferred Fee of (i) 4.50% of the gross proceeds of the base Initial Public Offering held in the Trust Account and (ii) 6.50% of the gross proceeds sold pursuant to the Over-Allotment Option, which equates to $2,700,000 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement. Registration Rights Agreement The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements. 18 Letter Agreement Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (i) six months after the completion of our initial Business Combination or earlier if, subsequent to our initial Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property, (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination and (z) any Units, Rights, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Rights were subject to transfer restriction for 180 days following the filing of the prospectus for the Initial Public Offering. Critical Accounting Estimates The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed. Recent Accounting Standards Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”. Item 3. Quantitative and Qualitative Disclosures About Market Risk. We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item. 19 Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2026. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Changes in Internal Control over Financial Reporting There have been no changes to our internal control over financial reporting during the quarterly period ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 20 PART II – OTHER INFORMATION Item 1. Legal Proceedings. To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property. Item 1A. Risk Factors. As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement (ii) 2025 Annual Report and (iii) 2026 First Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC. There is substantial doubt about our ability to continue as a “going concern.” In connection with our assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements included in Item 1. “Financial Statements” of this Report were issued. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities There were no sales of unregistered securities during the quarterly period covered by this Report. However, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 255,000 Private Placement Units to our Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $2,550,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Use of Proceeds There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and the Private Placement, see Part II, Item 5 of our 2025 Annual Report. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time. Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. Trading Arrangements During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Additional Information None. 21 Item 6. Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Report. No. Description of Exhibit 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. 22 SIGNATURES 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 thereunto duly authorized. Date: August 14, 2026 SC II Acquisition Corp. By: /s/ Menachem Shalom Name: Menachem Shalom Title: Chief Executive Officer (Principal Executive Officer) Date: August 14, 2026 By: /s/ Asaf Yarkoni Name: Asaf Yarkoni Title: Chief Financial Officer (Principal Financial and Accounting Officer) 23