SC II Acquisition Corp.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in theis Report. However, for detailed descriptions of the risks relating to our Company, see the section titled Risk Factors contained in our (i) IPO Registration Statement and (ii) 2025 Annual Report and (iii) 2026 First Quarter Form 10-Q. As of the date of theis Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We may seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.

If we are unable to consummate our initial Business Combination on or before May 25, 2027, we may seek shareholder approval to extend the Combination Period by amending our Amended and Restated Articles. In such event, There is substantial doubt about our Public Shareholders will be provided the opportunity to have all or a portion of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect our ability to ability to continue as a going consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.

We anticipate thatcern.

In connection with our securities will be suspended from tradassessment of going on Nasdaq and delisted if we do notconcern consummate our initial Business Combinaideration by November 25, 2028. Any trading suspension or delisting could have a material adverse effect on the trads under applicable accounting of our securities stand may adversely affect our ability to consummate an initial Business Combination.

Our IPO Registration Statards, Management whas declartermined effective by the SEC on November 25, 2025, andthat our securities are currently listed on the Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until May 25, 2027, to consummate our initial Business Combination.

Under the Nasdaq Rules, a SPACs Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement,possible need for additional financing to enable us negotiate and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq (the Hearing Panel), the scope of the Hearing Panels review is limited. If a SPAC completes a complete our initial Business Combination after receiving a delisting determination by the staff of , as well as the Listing Qualifications Department of Nasdaq (a Staff Delisting Determination) and/or demonstrates compliance with all applicable initial listing deadline by which we may be requirements, the combined company can apply d to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.

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Accordingly, were we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummatequidate our Trust Account, raise substantial doubt about our initial Business Combination, we would still need ability to consummate our initial Business Combination on or prior to November 25, 2028, in order to avoid a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securitiestinue as a going concern through approximately one year from trading and delist our securities, our securities could potentially be quoted on an over-he date the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq susp unaudited condension and delisting could have significant matered financial adverse consequences,statements including:

In aeddition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales in Item 1. Financial Statements of our securities by us, may be subject to state securities regulation and additional compliance coststhis Report were issued.