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.

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.

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.

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.

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.

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.

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, and structure, negotiate and complete a Business Combination.

In connection with our assessment of going concern considerations, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which raises 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.

Contractual Obligations

We have the following contractual obligations:

1. 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.

2. Underwriting Agreement: 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.

3. Registration Rights Agreement: The holders of certain securities are entitled to registration rights, requiring us to register such securities for resale.

4. Letter Agreement: Our Sponsor, directors and officers have agreed to certain transfer restrictions and other provisions related to our initial Business Combination.

Critical Accounting Estimates

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 that would have a material effect on the unaudited condensed financial statements and notes thereto.