{"url_path":"/sec/tmtsw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2097364/0001213900-26-055194-index.html","accession_number":"0001213900-26-055194","cik":"0002097364","ticker":"TMTS","issuer_name":"Spartacus Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2097364/0001213900-26-055194-index.html","primary_entity_key":"0002097364","primary_entity_name":"Spartacus Acquisition Corp. II"},"word_count":641,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\nUnregistered Sales\nof Equity Securities\n\n \n\nSimultaneously\nwith the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the private\nsale of an aggregate of 4,125,000 Private Placement Warrants to our Sponsor in the Private Placement at a purchase price of $1.00 per\nPrivate Placement Warrant, generating gross proceeds to our Company of $4,125,000. The Private Placement Warrants are identical to the\nPublic Warrants, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with\nrespect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in\nSection 4(a)(2) of the Securities Act.\n\n \n\nUse of Proceeds\n\n \n\nOn\nFebruary 12, 2026, we consummated our Initial Public Offering of 23,000,000 Public Units, including 3,000,0000 Option Units issued pursuant\nto the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-third of one Public Warrant.\nThe Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000. BTIG acted as book runner\nand representative of the Underwriters and Odeon acted as the co-manager. \n\n \n\nOn\nFebruary 12, 2026, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase\nAgreement, we completed the sale of an aggregate of 4,125,000 Private Placement Warrants to the Sponsor in the Private Placement at a\npurchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $4,125,000. The Private Placement Warrants are\nidentical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.\n\n \n\nFollowing\nthe closing of our Initial Public Offering on February 12, 2026, a total of $230,000,000 of the proceeds from the Initial Public Offering\n(which amount includes $2,300,000 of the Deferred Fee and $4,125,000 of the proceeds from the Private Placement), was placed in a U.S.-based\nTrust Account maintained by Continental, as trustee, solely (i) in United States government securities within the meaning of Section 2(a)(16)\nof the Investment Company Act, having a maturity of 185 days or less, (ii) in money market funds meeting the conditions of paragraphs\n(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government\ntreasury obligations, (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit account at a U.S. chartered\ncommercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us. To mitigate\nthe risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer\nthat we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors\nrelated to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust\nAccount and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.\n\n \n\nThe\nremaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are\nbeing used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.\n\n \n\nThere\nhas been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described\nin the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.\n\n \n\nPurchases of Equity Securities by the Issuer\nand Affiliated Purchasers\n\n \n\nThere\nwere no purchases of our equity securities by us or an affiliate during the quarterly period covered by the Report.\n\n \n\n22"}