Nukkleus Completes Tiltan Acquisition, Adds 30 Years of Defense AI Leadership to Portfolio

Nukkleus (NASDAQ: NUKK) closed its acquisition of Tiltan Software Engineering Ltd on December 30, 2025, making Tiltan a wholly owned subsidiary.

Rhea-AI Summary

Nukkleus (NASDAQ: NUKK) closed its acquisition of Tiltan Software Engineering Ltd on December 30, 2025, making Tiltan a wholly owned subsidiary. Tiltan brings 30 years of defense AI, simulation, synthetic data, and GPS‑denied navigation experience and is embedded in programs for Israel Aerospace Industries, Elbit Systems, and Rafael.

The purchase price is NIS 47,600,000 (≈ $14 million), payable 75% in cash across six installments through June 2026 and 25% in Nukkleus common stock released from escrow on settlement. Payments are secured by a pledge of Tiltan shares. Nukkleus says the deal strengthens its position across AI, simulation, unmanned systems, and defense electronics.

Positive

• Adds Tiltan's 30 years of defense AI and simulation leadership
• Purchase price disclosed at NIS 47,600,000 (~$14M)
• Enhances exposure to defense AI market projected to $65.5B by 2034
• Strengthens integrated capabilities with pending Star 26 Capital acquisition

Negative

• Company faces 75% cash payment obligation across six installments
• 25% of consideration paid in common stock, creating potential dilution
• Payment obligations are secured by a pledge of Tiltan shares

Argus Dec 30 session

-1.71% close to close Open Argus

Details

News Market Reaction – NUKK

On Dec 30, the day this news came out, NUKK closed 1.71% below the previous close.

Data tracked by StockTitan Argus for the Dec 30 session.

Key Figures

Tiltan purchase price: NIS 47,600,000 (approximately $14 million) Cash consideration: 75% of purchase price Stock consideration: 25% of purchase price +5 more

Tiltan purchase price

NIS 47,600,000 (approximately $14 million)

Acquisition consideration for Tiltan

Cash consideration

75% of purchase price

Paid in cash over installments ending June 2026

Stock consideration

25% of purchase price

Paid in Nukkleus common stock released from escrow

Installment schedule

Six installments through June 2026

Timing of cash payments for Tiltan acquisition

Defense AI market 2024

$28 billion

Current size of defense AI market cited

Defense AI market 2034

$65.5 billion

Projected defense AI market size by 2034

Military simulation market 2030

Over $21 billion

Projected global military simulation market by 2030

Tiltan operating history

30 years

Tiltan’s experience in defense AI and simulation

Historical Context

5 past events · Latest: Dec 17

5 events

1. Dec 17

   Acquisition approval

   24h Move

   -2.1%

   Shareholder approval to acquire Star 26 Capital and related equity line.

2. Nov 28

   SPAC IPO closing

   24h Move

   -3.1%

   Closing of SC II SPAC IPO raising $172.5M in gross proceeds.

3. Nov 26

   SPAC IPO pricing

   24h Move

   -8.9%

   Pricing of SC II units at $10.00 targeting up to $172.5M raise.

4. Nov 25

   Acquisition meeting set

   24h Move

   +19.6%

   Announcement of special meeting to approve Star 26 acquisition and issuances.

5. Nov 25

   Iron Dome exposure

   24h Move

   +19.6%

   Highlight of Rimon’s opportunity from $8.7B U.S. defense package.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

synthetic data, gps-denied navigation systems, machine learning, contested electromagnetic environments, +1 more

5 terms

synthetic data technical

"a 30-year leader in defense AI simulation, synthetic data generation, and GPS-denied"

Data that is artificially generated to mimic the patterns and structure of real-world information without exposing actual personal or proprietary records. Investors care because synthetic data can let companies develop, test and demonstrate products faster and with lower privacy and regulatory risk—like using a realistic flight simulator instead of flying a real plane—while also carrying risks if the fake data fails to capture important real-world quirks.

gps-denied navigation systems technical

"synthetic data generation, and GPS-denied navigation systems. Tiltan is now a wholly"

Navigation technology that lets vehicles, drones, robots or devices find their position and route without relying on GPS satellites, using alternatives like onboard sensors, cameras, maps, radio signals or combined methods. It matters to investors because it enables operations where GPS is unavailable, jammed or denied — for example indoors, underground, in contested areas or crowded cities — creating market opportunities in defense, autonomy, logistics and resilient infrastructure, much like a person finding their way inside a mall without street signs.

machine learning technical

"its synthetic data accelerates machine learning development for Elbit Systems, and its"

Machine learning is a set of computer programs that learn patterns from large amounts of data and improve their predictions or decisions over time, like a recipe that gets better each time it’s adjusted based on taste tests. For investors it matters because these systems can speed up analysis, spot trends or risks humans might miss, automate routine work, and potentially create competitive advantages or cost savings that affect a company’s performance.

View in glossary

contested electromagnetic environments technical

"navigation systems enable Rafael Advanced Defense Systems platforms to operate in contested electromagnetic environments."

Contested electromagnetic environments are situations where radio, radar and wireless signals are disrupted, jammed, intercepted or otherwise degraded by competing transmissions or deliberate attacks. Think of it as a crowded, noisy room where messages can be lost or scrambled; devices and networks designed to communicate reliably can fail or perform poorly. Investors care because such conditions raise demand for resilient communications, cybersecurity and defense technologies while increasing operational and regulatory risk for companies that rely on wireless systems.

form 8-k regulatory

"Additional details are available in the Company's Form 8-K filed today with the"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Israeli defense technology pioneer, supplier to IAI, Elbit, and Rafael, now a wholly owned Nukkleus subsidiary

NEW YORK and TEL AVIV, Israel, Dec. 30, 2025 (GLOBE NEWSWIRE) -- Nukkleus Inc. (NASDAQ: NUKK), (the “Company”), a strategic acquirer and developer of high-growth aerospace and defense businesses, today announced the closing of its acquisition of Tiltan Software Engineering Ltd. (“Tiltan”), a 30-year leader in defense AI simulation, synthetic data generation, and GPS-denied navigation systems. Tiltan is now a wholly owned subsidiary of the Company.

Tiltan's technology is embedded in some of the world's most advanced defense programs. Tiltan’s simulation platforms train pilots and operators for Israel Aerospace Industries, its synthetic data accelerates machine learning development for Elbit Systems, and its GPS-denied navigation systems enable Rafael Advanced Defense Systems platforms to operate in contested electromagnetic environments. The Israeli Ministry of Defense has recognized Tiltan with multiple innovation and excellence awards over its three-decade history.

The acquisition gives Nukkleus a strong position in defense technology's fastest-growing segments. The defense AI market is expected to grow from $28 billion to $65.5 billion by 2034. The military simulation market will exceed $21 billion by 2030. And as GPS jamming reshapes modern warfare, from Ukraine to the Baltic, demand for Tiltan's navigation solutions is accelerating rapidly.

"Tiltan doesn't just participate in these markets, it helps define them," said Menny Shalom, CEO of Nukkleus. "For 30 years, when Israel's top defense contractors needed simulation that worked, synthetic data they could trust, or navigation systems that function when GPS doesn't, they called Tiltan. That reputation isn't for sale at any price, but it is exactly what we acquired today. We are proud to bring Tiltan into the Nukkleus family and committed to building on their remarkable legacy."

The purchase price of NIS 47,600,000 (approximately $14 million) is payable 75% in cash through six installments ending June 2026, and 25% in Nukkleus common stock released from escrow on the settlement date. The Company's payment obligations are secured by a pledge of the acquired Tiltan shares.

Tiltan joins a growing Nukkleus portfolio focused on mission-critical defense technologies. Combined with the Company's pending acquisition of Star 26 Capital, including Rimon, a key Iron Dome component supplier, Nukkleus is assembling integrated capabilities across AI, simulation, unmanned systems, and defense electronics.

Additional details are available in the Company's Form 8-K filed today with the Securities and Exchange Commission.

About Nukkleus Inc.

Nukkleus Inc. (NASDAQ: NUKK) acquires and scales mission-critical suppliers across defense, aerospace, and advanced manufacturing. The company targets Tier 2 and Tier 3 businesses forming the industrial backbone of national security infrastructure in the US, Israel, and Europe. For more information, visit www.nukk.com.

About Tiltan Software Engineering Ltd.

Tiltan Software Engineering Ltd. is a leading Israeli defense technology company with over 30 years of experience in AI-driven simulation, synthetic data generation, 3D visualization, and GPS-denied navigation. The company serves Israel Aerospace Industries, Elbit Systems, Rafael Advanced Defense Systems, and military organizations worldwide. Tiltan has received multiple awards from the Israeli Ministry of Defense for innovation and excellence.

Forward-Looking Statements

This press release contains forward-looking statements pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company's ability to integrate Tiltan successfully, market acceptance, defense industry changes, geopolitical risks, and other factors described in Nukkleus' SEC filings. Forward-looking statements speak only as of this date, and the Company undertakes no obligation to update them except as required by law.

Contacts
Investors:
The Equity Group Inc.
Lena Cati
lcati@theequitygroup.com, 212-836-9611 or
Val Ferraro
vferraro@theequitygroup.com, 212-836-9633

Company:
Nukkleus Inc.,
575 Fifth Avenue, 14th Floor, New York, NY 10017
info@nukk.com, 212-791-4663

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nukkleus (NUKK) announce on December 30, 2025?

Nukkleus announced it closed the acquisition of Tiltan Software Engineering, making Tiltan a wholly owned subsidiary.

How much did Nukkleus pay to acquire Tiltan (NUKK)?

The purchase price is NIS 47,600,000 (approximately $14 million).

What are the payment terms for Nukkleus's Tiltan acquisition (NUKK)?

Payment is 75% cash across six installments ending June 2026 and 25% in Nukkleus common stock released from escrow.

How does Tiltan fit into Nukkleus's strategy (NUKK)?

Tiltan adds defense AI, simulation, synthetic data, and GPS‑denied navigation capabilities to Nukkleus's portfolio.

Will the Tiltan acquisition dilute Nukkleus shareholders (NUKK)?

Yes; 25% of the purchase price is paid in Nukkleus common stock, which may cause dilution when released from escrow.

Are Nukkleus's Tiltan acquisition payments secured (NUKK)?

Yes; the company's payment obligations are secured by a pledge of the acquired Tiltan shares.