SC II Acquisition Corp-A 2026年季度报告

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 March 31, 2026 or For the transition period from to Commission File Number: 001-42977 (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 Section12(b) of the Act: 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 Rule405 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. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May 15, 2026, there were 17,505,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,392,857Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. SC II ACQUISITION CORP. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Condensed Balance Sheets as of March 31, 2026, (Unaudited) and December 31, 20251Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 20262Unaudited Condensed Statement of Changes in Shareholders’ Equity for the Three Months Ended March 31,20263Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 20264Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.17Item 3.Quantitative and Qualitative Disclosures About Market Risk.22Item 4.Controls and Procedures.22PART II – OTHER INFORMATION23Item 1.Legal Proceedings.23Item 1A.Risk Factors.23Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.24Item 3.Defaults Upon Senior Securities.24Item 4.Mine Safety Disclosures.24Item 5.Other Information.25Item 6.Exhibits.25SIGNATURES26 Unless otherwise stated in the 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 withthe SEC (as defined below) on March 31, 2026;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated November 25, 2025, whichwe 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, ascurrently 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, reorganizationor 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) toMay 25, 2027, that we have to consummate an initial Business Combination, (ii) the 24-month period, from the closingof the Initial Public Offering to, November 25, 2027, that we have to consummate an initial Business Combination, if weextend the period of time to consummate a Business Combination by the full amount of time, as described in more detailin the Report, or (iii) such other period during which we must consummate an initial Business Combination pursuant toan amendment to the Amended and Restated Articles