Form 4: SC Capital II Sponsor Boosts Stake in SC II Acquisition Corp.

SC Capital II Sponsor LLC, along with affiliated entities and CEO Menachem Shalom, reported the acquisition of 255,000 Class A ordinary shares and associated rights in SC II Acquisition Corp. for $10 per unit.

Summary

• SC Capital II Sponsor LLC acquired 255,000 Class A ordinary shares of SC II Acquisition Corp. on November 28, 2025.
• The acquisition was part of 255,000 private placement units, each purchased for $10.
• Each private placement unit consists of one Class A ordinary share and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Issuer's initial business combination.
• The Sponsor is the record holder of these shares, with Nukkleus Defense Technologies, Inc. serving as its sole managing member, which is a subsidiary of Nukkleus, Inc.
• Menachem Shalom, who is the CEO and a director of the Issuer, Nukkleus Defense Technologies, Inc., and Nukkleus, Inc., has voting and dispositive control over the Class A and Class B ordinary shares held by the Sponsor.
• Mr. Shalom disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.
• Following this transaction, the Sponsor beneficially owns 255,000 Class A ordinary shares directly and derivative securities representing 7,443,857 underlying shares (comprising 51,000 potential Class A shares from the acquired rights and 7,392,857 Class B ordinary shares).

Sentiment

Score: 7

Explanation: The filing reports an insider purchase by the sponsor and affiliated entities, which is generally a positive signal indicating confidence in the company's future prospects, particularly for a SPAC seeking a business combination. The transaction is standard for a SPAC sponsor's initial investment.

Positives

• SC Capital II Sponsor LLC, a key insider, increased its beneficial ownership in SC II Acquisition Corp. by acquiring 255,000 Class A ordinary shares and associated rights, signaling confidence.
• The purchase price of $10 per unit is consistent with typical SPAC initial public offering prices, indicating a foundational investment by the sponsor.
• The acquisition of rights, which convert into additional Class A shares upon a business combination, demonstrates a long-term commitment and belief in the SPAC's future success.

Future Outlook

The acquired rights will automatically convert into Class A ordinary shares upon the consummation of SC II Acquisition Corp.'s initial business combination, subject to certain adjustments described in the Registration Statement.

Management Comments

• Menachem Shalom, solely in his capacity as CEO and sole director of the Managing Member, has voting and dispositive control over the Class A ordinary shares and Class B ordinary shares held by the Sponsor and reported hereunder.
• Mr. Shalom disclaims beneficial ownership to these securities other than to the extent that he has a pecuniary interest therein.

Industry Context

This Form 4 filing details an insider purchase in a Special Purpose Acquisition Company (SPAC), SC II Acquisition Corp. Such acquisitions by sponsors are a standard practice during a SPAC's initial capitalization, demonstrating the sponsor's foundational investment and commitment to identifying and executing a de-SPAC transaction. The structure of private placement units, including shares and rights, is a common mechanism for SPAC sponsors to establish their equity position and align interests with public shareholders.

Related Party Transactions

• The transaction involves SC Capital II Sponsor LLC, Nukkleus Defense Technologies, Inc., Nukkleus Inc., and Menachem Shalom, all of whom are related parties to SC II Acquisition Corp. through various ownership, management, and directorship roles.

Stakeholder Impact

• Shareholders: Increased insider ownership by the sponsor may signal confidence in the company's future, potentially influencing investor sentiment positively.
• Management: Menachem Shalom's significant control over the Sponsor's shares reinforces his influence over the company's strategic direction and the eventual business combination.

Next Steps

• Consummation of the Issuer's initial business combination, which will trigger the conversion of the acquired rights into Class A ordinary shares.

Key Dates

Recommendation

While the insider purchase by the sponsor is a positive signal, indicating confidence in the SPAC's ability to find a suitable business combination, a single Form 4 filing does not provide sufficient information to issue a 'buy' or 'sell' recommendation. Investors should 'hold' and await further developments, such as details on a potential target company or the consummation of a business combination, to make a more informed decision. The transaction is largely an expected part of a SPAC's initial capitalization structure.

Keywords

SC II Acquisition Corp, KCHV, SC Capital II Sponsor LLC, Nukkleus, Menachem Shalom, SPAC, Form 4, Beneficial Ownership, Insider Purchase, Equity Acquisition, Private Placement Units