SC II Acquisition Corp-A美股招股说明书(2025-11-26版)

SCII Acquisition Corp. 15,000,000Units SCII Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company andformed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses or entities, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an acquisition opportunity in any business,industry, sector or geographical location. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one right to receive one fifth (1/5) of a ClassA ordinary share upon theconsummation of an initial business combination, as described in more detail in this prospectus. We refer to therights included in the units as Share Rights. The underwriters have a 45-day option from the date of thisprospectus to purchase up to an additional 2,250,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinary shares thatwere sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of twobusinessdays prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account (net ofamounts withdrawn to pay our taxes, other than excise taxes, if any) divided by the number of then outstandingpublic shares, subject to the limitations and on the conditions described herein. The proceeds placed in the trustaccount and the interest earned thereon shall not be used to pay for possible excise taxes or any other fees ortaxes that may be levied on the Company pursuant to any current, pending or future rules or laws, includingwithout limitation any excise tax due under the Inflation Reduction Actof2022 on any redemptions or stockbuybacksbytheCompany.See“Summary—TheOffering—Redemptionrightsforpublicshareholdersupon completion of our initial business combination”onpage 32 and“Summary—TheOffering—Redemptionofpublicsharesand distribution and liquidationifno initial business combination”on page 37 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of theshares sold in this offering if we hold shareholder vote” onpage 36 for further discussion on certainlimitations on redemption rights. Our sponsor, SC CapitalII Sponsor LLC, a Delaware limited liability company, is an indirect subsidiary ofNukkleus Inc., a Delaware corporation (which we refer to as “Nukkleus” throughout this prospectus), in whichNukkleus holds a majority interest. Nukkleus’s common stock is listed on The Nasdaq Stock Market LLC(“Nasdaq”) under the symbol “NUKK.” Our sponsor has committed to purchase from us an aggregate of255,000 private placement units (whether or not the underwriters’ over-allotment option is exercised) at $10.00per unit for an aggregate purchase price of $2,550,000 in a private placement that will close simultaneously withthe closing of this offering. Each private placement unit consists of one ClassA ordinary share and one ShareRight to receive one fifth (1/5) of a ClassA ordinary share upon the consummation of an initial businesscombination, as described in more detail in this prospectus. We refer to these units throughout this prospectus asthe private placement units, the ClassA ordinary shares included in the units as Table of Contents pri