Spartacus Acquisition Corp II-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-43113 SPARTACUS ACQUISITION CORP. II(Exact name of registrant as specified in its charter) 3800 N Lamar Blvd, Suite 200Austin, Texas78756(Addressofprincipalexecutiveoffices)(ZipCode) Registrant’s telephone number, including area code: (770) 305-6434 Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. LargeacceleratedfilerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The registrant’s securities were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of2025. The registrant’s Units began trading on the Global Market tier of The Nasdaq Stock Market LLC on February 11, 2026 and theregistrant’s Class A Ordinary Shares and Warrants have not commenced separate trading as of the date of this Report and are expectedto commence separate trading on April 3, 2026. Accordingly, there was no market value for the registrant’s common equity as of thelast business day of the second fiscal quarter of 2025. As of March 27, 2026, there were 23,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,666,667 ClassB OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. SPARTACUS ACQUISITION CORP. II FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PAGEPART I1Item 1.Business.1Item 1A.Risk Factors.17Item 1B.Unresolved Staff Comments.26Item 1C.Cybersecurity.26Item 2.Properties.26Item 3.Legal Proceedings.26Item 4.Mine Safety Disclosures.26PART II27Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.27Item 6.[Reserved]28Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.28Item 7A.Quantitative and Qualitative Disclosures About Market Risk.34Item 8.Financial Statements and Supplementary Data.34Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.34Item 9A.Controls and Procedures.34Item 9B.Other Information.35Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.35PART III36Item 10.Directors, Executive Officers and Corporate Governance.36Item 1