Spartacus Acquisition Corp. II: Audited Balance Sheet and IPO Details – Investor Insights

Overview

Spartacus Acquisition Corp. II, a Cayman Islands exempted blank check company, has released its audited balance sheet as of February 12, 2026, following its Initial Public Offering (IPO). The company was formed to pursue a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. As of the reporting date, it has not selected or engaged in substantive discussions with any target business.

Key Financial Highlights

• Total Assets: \$231,977,563, comprised largely of cash (\$1,962,363) and cash held in a Trust Account (\$230,000,000).
• Total Liabilities: \$3,216,062, including accrued expenses, offering costs, a related party promissory note (\$252,021, since repaid), and deferred underwriting fees.
• Class A Ordinary Shares Subject to Redemption: \$230,000,000 for 23,000,000 shares at \$10.00 per share.
• Shareholders’ Deficit: \$(1,238,499), reflecting offering costs, compensation expenses, and other charges.
• IPO Details: 23,000,000 Units sold at \$10.00 per Unit, including full exercise of the underwriters’ over-allotment option, generating gross proceeds of \$230 million.
• Private Placement Warrants: 4,125,000 warrants sold to the Sponsor for \$1.00 each, generating proceeds of \$4,125,000.
• Warrants Outstanding: 11,791,667 (7,666,667 Public Warrants and 4,125,000 Private Placement Warrants).

Important Shareholder Information

• Business Combination Deadline: The company has 24 months from IPO closing (“Completion Window”) to complete a business combination. Failure to do so will result in the liquidation of the Trust Account and redemption of public shares at approximately \$10.00 per share, including accrued interest (subject to certain limits and permitted withdrawals).
• Redemption Rights: Public shareholders can redeem their shares for cash either at the completion of a business combination or if the company fails to complete one within the Completion Window. Redemption value is based on the Trust Account balance.
• Founder Shares: 7,666,667 Class B shares were issued to the Sponsor, with 1,000,000 initially subject to forfeiture unless the over-allotment option was exercised. As the option was exercised in full, these shares are no longer subject to forfeiture.
• Share-Based Compensation: Significant share-based compensation expenses were recognized for founder shares transferred to advisors and directors, including \$983,250 to M. Klein and Company, LLC and \$513,000 to directors and officers. These expenses were measured at fair value based on market assumptions.
• Warrants Structure: Warrants entitle holders to purchase Class A shares at \$11.50 per share. They cannot be exercised until 30 days after business combination completion and will expire five years after. The company is not obligated to deliver shares unless a registration statement is effective.
• Potential Risks: The company faces risks from global geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts), which may impact capital markets, liquidity, and its ability to identify and consummate a business combination.
• Registration Rights: Holders of founder shares, private placement warrants, and shares underlying warrants have registration rights, allowing them to demand registration for resale of their securities after the business combination.
• Administrative Fees: The company will pay the Sponsor \$10,000 per month for office space and administrative support, which will cease upon completion of a business combination or liquidation.
• Underwriter Compensation: Odeon Capital Group, LLC received 25,000 founder shares as part of its underwriting compensation, valued at \$85,500. Deferred underwriting fees of \$2,300,000 will be released upon completion of a business combination.
• Capital Markets Advisor: The Klein Group, LLC acted as the capital markets advisor, not an underwriter, and is entitled to a \$310,363 accrued fee.
• Working Capital Loans: Up to \$1,500,000 in working capital loans may be converted into private placement warrants at \$1.00 per warrant post-combination, but as of reporting date, none were outstanding.
• Tax Status: The company is not currently subject to income taxes in the Cayman Islands or U.S., with no recognized tax liabilities or benefits.
• Segment Reporting: The company operates as a single segment, with cash and Trust Account balance as key metrics.
• Fair Value Measurement: Public Warrants valued at \$0.46 per warrant using Monte Carlo simulation, based on implied share price, probability of de-SPAC, and market adjustments.
• Subsequent Events: The promissory note to the Sponsor (\$252,021) was fully repaid on February 19, 2026.

Potential Price-Sensitive Factors

• Completion Window: Failure to complete a business combination within the 24-month window could trigger liquidation and redemption at Trust Account value, potentially impacting share price.
• Geopolitical Risks: Ongoing global conflicts may disrupt capital markets and affect the company’s ability to execute its strategy.
• Share-Based Compensation Expenses: Large, non-recurring compensation expenses for founder shares may impact future profitability metrics.
• Registration Rights & Share Unlocks: Post-business combination, registration rights and lock-up expiry could result in increased share liquidity and potential price volatility.
• Warrants & Convertible Loans: Exercise or conversion of warrants or loans could dilute existing shareholders.
• Interest Income Limitation: Only up to \$300,000 of interest income annually from the Trust Account may be withdrawn for working capital before a business combination, limiting available operating funds.

Conclusion

Spartacus Acquisition Corp. II’s financial statement provides investors with a detailed view of its structure, capital, and potential risks. The company is well-capitalized but dependent on completing a business combination within the specified window. Shareholders should closely monitor the progress towards a business combination and be aware of the potential impact of warrants, share-based compensation, and global market risks on share value.

Disclaimer: This article is based on audited financial statements and related disclosures provided by Spartacus Acquisition Corp. II. It is intended for informational purposes only and does not constitute investment advice. Investors should consult their financial advisors and review all company filings and market conditions before making any investment decisions.

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