{"url_path":"/sec/scii/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2076739/0001213900-26-057723-index.html","accession_number":"0001213900-26-057723","cik":"0002076739","ticker":"SCII","issuer_name":"SC II Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2076739/0001213900-26-057723-index.html","primary_entity_key":"0002076739","primary_entity_name":"SC II Acquisition Corp."},"word_count":746,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors.**\n\n \n\nAs a smaller reporting company\nunder Rule 12b-2 of the Exchange Act, we are not required to include risk factors in the Report. However, for\ndetailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO\nRegistration Statement and (ii) 2025 Annual Report. As of the date of the Report, there have been no material changes with respect to\nthose risk factors, other than as set forth below. Any of these previously disclosed risk\nfactors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks\nnot presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination.\nWe may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.\n\n \n\n**We may seek to extend the Combination Period,\nwhich could reduce the amount held in our Trust Account and have adverse effects on our Company.**\n\n \n\nIf we are unable to consummate\nour initial Business Combination on or before May 25, 2027, we may seek shareholder approval to extend the Combination Period by amending\nour Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion of\ntheir Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect\nour ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.\n\n \n\n**We anticipate that our securities will be\nsuspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by November 25, 2028. Any trading\nsuspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to\nconsummate an initial Business Combination.**\n\n \n\nOur IPO Registration Statement\nwas declared effective by the SEC on November 25, 2025, and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant\nto our Amended and Restated Articles, we have until May 25, 2027, to consummate our initial Business Combination.\n\n \n\nUnder the Nasdaq Rules, a\nSPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement,\nand Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq\n(the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination\nafter receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”)\nand/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities\non Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result\nin a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.\n\n \n\n23\n\n \n\n \n\nAccordingly, were we to amend\nour Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would\nstill need to consummate our initial Business Combination on or prior to November 25, 2028, in order to avoid a suspension of our securities\nfrom trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities\ncould potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq\nsuspension and delisting could have significant material adverse consequences, including:\n\n \n\n●making our securities appear to be less attractive to potential target companies\nthan the securities of an exchange listed SPAC;\n\n \n\n●limited availability of market quotations for our securities;\n\n \n\n●reduced liquidity for our securities;\n\n \n\n●the possibility that our Class A Ordinary Shares would be deemed “penny\nstock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result\nin a reduced level of trading activity in the secondary trading market for our securities;\n\n \n\n●limited news and analyst coverage; and\n\n \n\n●decreased ability to issue additional securities or obtain additional financing\nin the future.\n\n \n\nIn addition, if our securities\nare delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities\nregulation and additional compliance costs."}