SEC Comment Letter for SC II Acquisition (SCII) — Sep 4, 2025
SC II Acquisition Corp.
Date: Sept. 4, 2025 · CIK: 0002076739 · Accession: 0000000000-25-009565
AI Filing Summary & Sentiment
Letter
September 4, 2025 Menachem Shalom Chief Executive Officer SC II Acquisition Corp. 575 Fifth Avenue, 14th Floor New York, NY 10017 Re:SC II Acquisition Corp. Draft Registration Statement on Form S-1 Submitted August 8, 2025 CIK No. 0002076739 Dear Menachem Shalom: We have reviewed your draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement and non-public draft submissions on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 Cover Page 1.Please describe the extent to which the conversion of the $1,500,000 in working capital loans into units issued to the sponsor may result in a material dilution of public shareholders equity interests. Refer to Item 1602(a)(3) of Regulation S-K. 2.Please include cover page disclosure of the indirect interests in 20,000 founder shares each independent directors will each receive for their services as a director and the indirect interest in 10,000 founder shares the chief financial officer will receive. Please also include these interests in founder shares as part of compensation received or to be received and securities issued or to be issued in the tables on pages 7, 8, and 109. Refer to Items 1602(a)(3), 1602(b)(6), and 1603(a)(6) of Regulation S-K.
September 4, 2025 Page 2 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Catherine De Lorenzo at 202-551-3772 or Jeffrey Gabor at 202-551- 2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Stuart Neuhauser, Esq.
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September 4, 2025
Menachem Shalom
Chief Executive Officer
SC II Acquisition Corp.
575 Fifth Avenue, 14th Floor
New York, NY 10017
Re:SC II Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted August 8, 2025
CIK No. 0002076739
Dear Menachem Shalom:
We have reviewed your draft registration statement and have the following comments.
Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please describe the extent to which the conversion of the $1,500,000 in working
capital loans into units issued to the sponsor may result in a material dilution of public
shareholders equity interests. Refer to Item 1602(a)(3) of Regulation S-K.
2.Please include cover page disclosure of the indirect interests in 20,000 founder shares
each independent directors will each receive for their services as a director and the
indirect interest in 10,000 founder shares the chief financial officer will receive.
Please also include these interests in founder shares as part of compensation received
or to be received and securities issued or to be issued in the tables on pages 7,
8, and 109. Refer to Items 1602(a)(3), 1602(b)(6), and 1603(a)(6) of Regulation S-K.
September 4, 2025
Page 2
Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Jeffrey Gabor at 202-551-
2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser, Esq.