Nukkleus Inc. Announces Closing of SC II, its Corporate-Sponsored SPAC

Rhea-AI Summary

Nukkleus (NASDAQ:NUKK) announced the closing of SC II Acquisition Corp. ("SC II"), a corporate-sponsored SPAC for which Nukkleus is the majority owner of the sponsor, on November 28, 2025. SC II raised gross proceeds of $172.5 million through an IPO priced at $10.00 per unit, including full exercise of a $22.5 million over-allotment option. Each unit comprises one Class A ordinary share and a right to receive one-fifth of a Class A share upon a business combination. The sponsor acquired 255,000 sponsor units at $10.00 each, and SC II units trade on Nasdaq under the symbol SCIIU.

Positive

• Gross proceeds $172.5M from SC II IPO
• Underwriters exercised $22.5M over-allotment in full
• Sponsor purchase of 255,000 units ($2.55M)
• SCIIU listed on Nasdaq, enabling public deal pipeline

Negative

• Affiliate sponsor structure (Nukkleus majority owner) may raise related-party scrutiny
• Units include rights converting to shares, potential post-combination dilution

News Market Reaction

-3.14%

5 alerts

-3.14% News Effect

-$3M Valuation Impact

$91M Market Cap

0.3x Rel. Volume

On the day this news was published, NUKK declined 3.14%, reflecting a moderate negative market reaction. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $91M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

SPAC IPO proceeds: $172.5 million Over-allotment option: $22.5 million Unit offering price: $10.00 per unit +3 more

6 metrics

SPAC IPO proceeds $172.5 million SC II gross proceeds from initial public offering

Over-allotment option $22.5 million Additional SC II units sold via full over-allotment exercise

Unit offering price $10.00 per unit SC II IPO unit price

Sponsor Units 255,000 units Sponsor private placement units purchased at $10.00 each

Sponsor Unit price $10.00 per Sponsor Unit Price paid by Sponsor for private placement units

Unit composition 1 share + 1/5 right Each SC II unit: 1 Class A share and right to 1/5 share

Market Reality Check

Price: $2.06 Vol: Volume 752,589 is below t...

low vol

$2.06 Last Close

Volume Volume 752,589 is below the 20-day average of 1,648,207 (relative volume 0.46x). low

Technical Price $5.80 is trading below the 200-day MA of $9.94, reflecting prior weakness.

Peers on Argus

Peers show mixed moves, with NTCL down 14.02% and others like MTC up 14.61%, ind...

1 Down

Peers show mixed moves, with NTCL down 14.02% and others like MTC up 14.61%, indicating NUKK’s -4.5% move is more stock-specific than sector-driven.

Historical Context

5 past events · Latest: Nov 28 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 28	SPAC IPO closing	Positive	-3.1%	Closed SC II SPAC IPO raising $172.5M with full over-allotment.
Nov 26	SPAC IPO pricing	Positive	-8.9%	Priced SC II SPAC units at $10 for $150M plus $22.5M option.
Nov 25	Acquisition meeting	Positive	+19.6%	Set Dec 16 special meeting to approve Star 26 Capital acquisition.
Nov 25	Defense funding link	Positive	+19.6%	Highlighted Iron Dome funding boost supporting Rimon and A&D strategy.
Nov 13	Industry conference	Positive	-7.1%	Planned Milipol Paris 2025 showcase of integrated A&D technologies.

Pattern Detected

Recent positive or strategic announcements, including SPAC-related news and event participation, often saw mixed to negative next-day moves, while acquisition-related headlines aligned with strong gains.

Recent Company History

This announcement on Nov 28, 2025 closes the SC II SPAC IPO, which raised $172.5 million after full over-allotment exercise. Similar SPAC pricing news on Nov 26 also preceded a share-price decline. By contrast, acquisition-related news on Nov 25 about Star 26 Capital and Iron Dome-linked opportunities coincided with a +19.58% move, highlighting stronger investor response to core A&D growth themes. Earlier, the Milipol Paris 2025 showcase drew a -7.09% reaction despite positive positioning.

Market Pulse Summary

This announcement closes the SC II SPAC IPO, securing $172.5 million in gross proceeds at $10.00 per...

Analysis

This announcement closes the SC II SPAC IPO, securing $172.5 million in gross proceeds at $10.00 per unit, with each unit including a Class A share and a right to an additional one-fifth share upon a business combination. Nukkleus holds a majority interest in the sponsor and its CEO leads both entities, tying the vehicle to the broader A&D strategy. Investors may track future SC II deal activity alongside ongoing acquisition plans and equity authorization proposals disclosed in recent filings.

Key Terms

special purpose acquisition company, spac, initial public offering, class a ordinary share, +2 more

6 terms

special purpose acquisition company financial

"the newly formed special purpose acquisition company, SC II Acquisition Corp."

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

spac financial

"Announces Closing of SC II, its Corporate-Sponsored SPAC"

A special purpose acquisition company (SPAC) is a company formed specifically to raise money through an initial public offering (IPO) with the goal of buying or merging with an existing private company. For investors, a SPAC offers a way to invest in a potential future business without initially knowing which company it will acquire, making it a way to access new investment opportunities that might otherwise be difficult to invest in directly.

initial public offering financial

"announced the closing of the previously announced initial public offering of the newly formed"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

class a ordinary share financial

"Each unit consists of one Class A ordinary share and one right to receive one fifth (1/5)"

A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.

registration statement regulatory

"A registration statement relating to the SC II initial public offering became effective"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"The SC II initial public offering was made only by means of a prospectus."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

NEW YORK, Nov. 28, 2025 (GLOBE NEWSWIRE) -- Nukkleus, Inc. (NASDAQ:NUKK) (“Nukkleus” or the “Company”), a strategic acquirer and developer of high-potential businesses in the aerospace and defense (A&D) industry, today announced the closing of the previously announced initial public offering of the newly formed special purpose acquisition company, SC II Acquisition Corp. (“SC II”), for which the Company is the majority owner of SC II’s sponsor.

SC II raised gross proceeds of $172.5 million in the initial public offering through the sale of its units, including exercise in full by the underwriters of an option to purchase up to an additional $22.5 million of units to cover over-allotments, at an offering price of $10.00 per unit. Each unit consists of one Class A ordinary share and one right to receive one fifth (1/5) of a Class A ordinary share upon the consummation of an initial business combination. SC II units are listed on the Nasdaq Global Market under the symbol “SCIIU.”

SC Capital II Sponsor LLC, a Delaware limited liability company and indirect subsidiary of the Company (the “Sponsor”), in which the Company holds a majority interest, is acting as the sponsor of SC II. Simultaneously with the closing of the initial public offering, pursuant to a Sponsor Private Placement Units Purchase Agreement, dated November 25, 2025, by and between SC II and the Sponsor, the Sponsor acquired 255,000 Units (the “Sponsor Units”) at a price of $10.00 per Sponsor Unit. Menachem Shalom, Chief Executive Officer of Nukkleus, serves as the Chief Executive Officer of SC II.

D. Boral Capital LLC acted as the sole book-running manager for the initial public offering.

Additional Information About the Initial Public Offering and Where to Find It

A registration statement relating to the SC II initial public offering became effective on November 25, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the SC II securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The SC II initial public offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from D. Boral Capital LLC: Attn: 590 Madison Avenue 39th Floor, New York, NY 10022, or by email at info@dboralcapital.com , or by telephone at (212) 970- 5150, or from the U.S. Securities and Exchange Commission’s website at www.sec.gov.

About Nukkleus Inc.

Nukkleus Inc. (NASDAQ: NUKK) focuses on acquiring and scaling mission-critical suppliers across the defense, aerospace, and advanced manufacturing sectors. Nukkleus targets Tier 2 and Tier 3 companies that form the industrial backbone of national security infrastructure in the U.S., Israel and Europe. Through its proprietary capital model, Nukkleus integrates operational capabilities, financial discipline, and long-term vision to modernize and expand strategic suppliers, supporting dual-use innovation and resilient supply chains.

The Company’s portfolio approach combines organic growth with disciplined M&A, enabling transformational scale and positioning Nukkleus at the core of 21st-century defense industrial strategy.

Forward Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, the prospects of completing a future business combination. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, the Company and SC II undertake no obligation to update or revise any forward-looking statements.

For more information, please contact:

Investor Relations Contacts (US)
The Equity Group Inc.
Lena Cati Tel:
+1 212 836-9611
lcati@theequitygroup.com
Val Ferraro
Tel: +1 212 836-9612
vferraro@theequitygroup.com

FAQ

What did Nukkleus announce on November 28, 2025 about SC II (NUKK)?

Nukkleus announced the closing of SC II's IPO; SC II raised $172.5M and trades as SCIIU on Nasdaq.

How much did SC II raise in its IPO and what was the offering price (SCIIU)?

SC II raised $172.5 million at an offering price of $10.00 per unit, including a $22.5M over-allotment.

How many sponsor units did Nukkleus' sponsor buy for SC II and at what price (NUKK)?

The sponsor acquired 255,000 units at $10.00 per unit (totaling $2.55M).

What does each SC II unit include and what converts at a business combination (SCIIU)?

Each unit includes one Class A share and a right to receive 1/5 of a Class A share upon consummation of a business combination.

Who is CEO of SC II and what is his relation to Nukkleus (NUKK)?

Menachem Shalom serves as SC II CEO and is also CEO of Nukkleus.