SC II Acquisition Corp. Commitments Disclosure

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

 

The holders of Founder Shares, Private Placement Units (and their underlying securities) and units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Public Shares held by the initial shareholders 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 signed on 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 “piggy-back” 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 have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Public Units to cover over-allotments, if any. On November 28, 2025, the underwriters elected to fully exercise the Over-Allotment Option to purchase an additional 2,250,000 Public Units at a price of $10.00 per Public 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).