0001213900-26-035728
SEC filingSpartacus Acquisition Corp. II is a blank check company (SPAC) incorporated in November 2025 with the purpose of effecting a business combination. For the fiscal year ended December 31, 2025, the company reported a net loss of $1.0 million, driven by a loss from operations of $55K and total other expenses of $983K, primarily consisting of share-based compensation. The company has no operating revenues to date. As of the balance sheet date, total assets were $189K, consisting solely of deferred offering costs, while total liabilities were $219K, resulting in a total shareholders' deficit of $30K. The company's liquidity was supported by a promissory note from its sponsor, with $154K in proceeds received during the period. The company completed its initial public offering (IPO) on February 12, 2026, generating gross proceeds of $230.0 million, which were placed into a trust account. The company must complete an initial business combination by February 12, 2028.
For the fiscal year ended December 31, 2025, Spartacus Acquisition Corp. II reported a net loss of $1.0 million. This loss was comprised of a loss from operations of $55K and total other expenses of $983K, which is attributed to share-based compensation expense. The company has generated no operating revenues to date, consistent with its status as a pre-business combination SPAC. Its activities during the period were limited to organizational activities and those related to its initial public offering. The company's IPO was consummated on February 12, 2026, subsequent to the fiscal year-end.
The company has not generated any operating revenues. As stated in the filing, efforts have been limited to organizational activities, IPO-related activities, and searching for a business combination target. The company does not expect to generate operating revenues until it consummates its initial business combination.
With no revenues, traditional margin analysis is not applicable. The company incurred general and administrative costs of $55K, resulting in a loss from operations of $55K. The significant share-based compensation expense of $983K contributed to the total net loss for the period. The cost structure is currently focused on corporate overhead and pre-combination expenses.
Net cash used in operating activities for the period was $41K. Cash flows from financing activities provided $41K, primarily from proceeds of a promissory note from a related party ($154K), offset by payments for deferred offering costs ($113K). The balance sheet as of December 31, 2025, shows total assets of $189K, comprised solely of deferred offering costs. Total liabilities were $219K, including accrued expenses and accrued offering costs, leading to a total shareholders' deficit of $30K. The company's liquidity prior to the IPO was supported by sponsor loans.
The company's primary objective is to complete an initial business combination. It has until February 12, 2028 (24 months from the IPO closing), to consummate a transaction, or it will be required to liquidate and redeem public shares. The company is focusing its search on the telecommunications, media, and technology (TMT) sector. Key risks, as disclosed, include the inability to complete a business combination within the allotted time, dependence on management's efforts, competition for attractive targets, and potential conflicts of interest. The company may seek to extend the combination period, which would require shareholder approval and provide redemption rights to public shareholders.