SEC Company Response from SC II Acquisition (SCII) — Oct 16, 2025
SC II Acquisition Corp.
Date: Oct. 16, 2025 · CIK: 0002076739 · Accession: 0001213900-25-099648
AI Filing Summary & Sentiment
Reasoning
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Re: SC II Acquisition Corp. Draft Registration Statement on Form S-1 Submitted August 8, 2025 CIK No. 0002076739
Dear Mr. Gabor and Ms. De Lorenzo:
SC II Acquisition Corp. (the " Company ") hereby submits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") on September 4, 2025 (" Comment Letter ") relating to the Draft Registration Statement on Form S-1, submitted by the Company with the Commission on August 8, 2025 (the " Draft Registration Statement ").
The Company has publicly filed via EDGAR its Registration Statement on Form S-1 (the " Registration Statement "), which reflects the Company's responses to the Comment Letter received from the Staff and certain updated information. For the Staff's convenience, we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.
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.
Response : The Company acknowledges the Staff's comment and has added the disclosure on the cover page of the Registration Statement.
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.
Response: The Company acknowledges the Staff's comment and has added the disclosure on the cover page and pages 7, 8 and 109 of the Registration Statement.
***
We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Menachem Shalom
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CORRESP
1
filename1.htm
VIA
EDGAR
October
16, 2025
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, NE
Washington,
D.C. 20549
Attention :
Jeffrey Gabor and Catherine De Lorenzo
Re:
SC II Acquisition Corp.
Draft
Registration Statement on Form S-1
Submitted
August 8, 2025
CIK
No. 0002076739
Dear
Mr. Gabor and Ms. De Lorenzo:
SC
II Acquisition Corp. (the " Company ") hereby submits its response to the comment letter received from the staff (the
" Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") on September 4, 2025
(" Comment Letter ") relating to the Draft Registration Statement on Form S-1, submitted by the Company with the Commission
on August 8, 2025 (the " Draft Registration Statement ").
The
Company has publicly filed via EDGAR its Registration Statement on Form S-1 (the " Registration Statement "), which
reflects the Company's responses to the Comment Letter received from the Staff and certain updated information. For the Staff's
convenience, we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.
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.
Response :
The Company acknowledges the Staff's comment and has added the disclosure on the cover page of the Registration Statement.
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.
Response:
The Company acknowledges the Staff's comment and has added the disclosure on the cover page and pages 7, 8 and 109 of the Registration
Statement.
***
We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser
at sneuhauser@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Menachem Shalom
Menachem Shalom, Chief Executive
Officer
cc:
Ellenoff Grossman & Schole LLP