SC II Acquisition Splits Units, Eyes on Defense Sector for Merger

NEW YORK, NY – January 16, 2026 – SC II Acquisition Corp. (Nasdaq: SCIIU), a special purpose acquisition company (SPAC), has announced a key procedural step in its lifecycle, confirming that its Class A ordinary shares and rights will begin trading separately on the Nasdaq Global Market starting January 20, 2026. This move provides investors with greater flexibility and is often interpreted as a sign of progress as the blank-check firm advances in its search for a private company to take public.

The units, initially sold during the company's IPO, will see their components listed under new ticker symbols. The Class A ordinary shares will trade as “SCII,” and the rights will trade as “SCIIR.” Investors who choose not to separate their holdings can continue to trade the combined units under the original “SCIIU” ticker. The company advised that unit holders must contact their brokers, who will then coordinate with the transfer agent, Continental Stock Transfer & Trust Company, to facilitate the split.

A Standard Step in the SPAC Lifecycle

The separation of units into shares and rights is a standard and anticipated event for a SPAC, typically occurring around 52 days after its initial public offering. For investors, this unbundling unlocks new strategic possibilities. It allows them to trade the equity and the upside potential of the rights independently, catering to different risk appetites and investment theses.

The Class A shares (SCII) represent direct equity in the SPAC, which will eventually convert into shares of the merged company upon a successful business combination. The rights (SCIIR), on the other hand, represent a claim to future shares. In the case of SC II Acquisition, each right entitles the holder to receive one-fifth of a Class A ordinary share once a merger is completed.

While the split itself is a mechanical process and not a fundamental valuation event, the independent trading of these components can offer insights into market sentiment. The price of the rights, which often trade at a discount reflecting the uncertainty and timeline of a deal, can be particularly volatile and may serve as an early barometer for the market's confidence in the sponsor's ability to find and close an attractive deal. The move also enhances liquidity for all holders, potentially broadening the investor base for the individual securities.

The Clock is Ticking: SC II's Search for a Target

With the unit separation underway, the focus intensifies on SC II Acquisition Corp.'s primary mission: to effect a merger, asset acquisition, or similar business combination. The company raised $150 million in its November 2025 IPO, with an over-allotment option that could bring the total capital to $172.5 million. These funds are held in a trust account, safeguarding the capital for a future transaction or for return to shareholders if a deal is not consummated.

Like all SPACs, SC II operates on a strict timeline. The company has until November 2026, 24 months from its IPO, to complete a business combination. The sponsor has the option to extend this deadline twice by three months each, pushing the potential final deadline to mid-2027, provided it deposits additional funds into the trust account. This ticking clock creates a sense of urgency for the management team to identify a viable target, conduct due diligence, and negotiate a merger agreement that will win shareholder approval.

The company has stated it is searching for an established business with strong free cash flow potential, a durable competitive advantage, and an experienced management team. This broad criteria allows for flexibility, but clues from the company's sponsorship point toward a more specific strategic direction.

Following the Sponsor: Clues in the Nukkleus Connection

A SPAC's success is often tied to the expertise and network of its sponsor. SC II Acquisition Corp. is sponsored by Nukkleus Defense Technologies, Inc., a wholly-owned subsidiary of the publicly traded Nukkleus Inc. (Nasdaq: NUKK). This connection provides the most significant clues about the potential industries SC II may be targeting.

The name “Nukkleus Defense Technologies” itself strongly suggests a focus on the defense and aerospace sectors. This hypothesis is further reinforced by the activities of the management team. Menachem Shalom, who serves as the CEO and a director of SC II, is also the CEO of its parent, Nukkleus Inc. Furthermore, Mr. Shalom leads another SPAC, Kochav Defense Acquisition (KCHVU), which raised $220 million in May 2025 and is also presumed to be hunting for a target in the defense industry.

This consistent thematic focus across related entities suggests that SC II will likely leverage its sponsor's network and expertise to pursue a business combination within the defense or aerospace industries. However, investors may also weigh the track record of the parent company, Nukkleus Inc., which has seen its stock decline significantly in recent years. This performance could be perceived as a risk factor, potentially influencing the trading of SC II's securities as it progresses in its search.

Navigating a Revived SPAC Market

SC II Acquisition Corp. is operating in a SPAC market that has undergone a significant transformation. After a period of cooling in 2022 and 2023, the market saw a “disciplined revival” in 2025. Over 130 SPAC IPOs raised more than $22 billion, tripling the funds raised in the prior year and accounting for nearly 40% of the total IPO market.

This new environment is less speculative than the boom of 2020-2021 and is characterized by a more professional and regulated approach, partly due to new SEC rules implemented in 2024. While investor sentiment is described as “cautious, but constructive,” challenges remain. Redemption rates—where shareholders opt to receive their money back from the trust rather than participate in a merger—remain high, often exceeding 95%. This requires SPAC sponsors to secure alternative financing, such as Private Investments in Public Equity (PIPEs), to ensure deals are adequately funded.

Fortunately for sponsors, the PIPE market has shown signs of reopening, and a healthy pipeline of over 100 announced business combinations at the end of 2025 suggests robust deal flow for 2026. With increasing competition for high-quality targets, particularly in hot sectors like artificial intelligence, the pressure is on for SPACs like SC II to execute with disciplined valuations and a compelling long-term vision to win over both target companies and the investing public.