Nukkleus Inc. Announces Date of the Special Meeting of Stockholders to Approve Acquisition of Star 26 Capital, Inc.

Rhea-AI Summary

Nukkleus (NASDAQ: NUKK) will hold a virtual special meeting of stockholders on December 16, 2025 at 10:00 a.m. ET to vote on the proposed acquisition of 100% of Star 26 Capital, Inc. and related share issuance proposals.

Stockholders of record as of November 17, 2025 may vote. Star 26’s assets include B. Rimon Agencies (generators for the “iron dome” launcher), a majority interest in Water.OI (smart hydration technology), and a convertible loan to ITS Industrial Techno-logic Solutions. Proposals also cover conversion of outstanding Series A convertible preferred stock and warrants and share issuance related to a $250 million equity line of credit. Proxy materials are available on the SEC website and the meeting is at www.virtualshareholdermeeting.com/NUKK2025SM.

Positive

• Proposed acquisition of 100% of Star 26
• Star 26 brings suppliers and tech: B. Rimon, Water.OI, ITS loan
• Access to up to $250 million via equity line of credit

Negative

• Share issuances from conversions could dilute common shareholders
• Acquisition requires stockholder approval Dec 16, 2025 to proceed

Insights

Corporate Transactions Analyst

Acquisition vote set for December 16, 2025; acquisition plus sizeable equity issuance create dilution and execution risk.

Nukkleus proposes to acquire 100% of Star 26 and will seek stockholder approval at a virtual special meeting on December 16, 2025. The target holds a supplier to the Iron Dome launcher, a majority stake in a smart hydration developer, and a convertible loan to an electro-mechanical systems provider. Approving the deal transfers ownership of these three assets to the company, expanding its aerospace and defense footprint.

The proposals include conversion of outstanding Series A preferred and warrants and issuance of equity under a $250,000,000 equity line, both of which dilute existing common shares if approved. Execution hinges on stockholder votes and subsequent regulatory or closing conditions; financing terms and conversion mechanics will determine actual dilution and balance sheet impact. That creates near-term approval risk and medium-term capital-structure risk.

Watch the December 16, 2025 vote outcome, the proxy details on SEC filings for conversion rates and warrant terms, and any announced closing conditions or financing draws under the $250,000,000 facility within the following 30–180 days. These items determine whether the transaction changes ownership control, adds operational scale, or meaningfully dilutes existing holders.

NEW YORK and TEL AVIV, Israel, Nov. 25, 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 that it will hold a special meeting of stockholders on December 16, 2025, at 10:00 a.m. Eastern Time, to vote on the proposed acquisition of Star 26 Capital, Inc. (“Star 26”) and the related share issuance proposals. The meeting will be conducted virtually at www.virtualshareholdermeeting.com/NUKK2025SM.

Stockholders of the Company’s Common Stock of record as of the close of business on November 17, 2025, Eastern Time (the “Record Date”) are entitled to receive notice of, attend, and vote at the special meeting or any adjournment thereof. The notice of the special meeting and definitive proxy materials, which describe the proposals to be submitted for stockholder approval, can be accessed from the SEC.gov website.

At the special meeting, stockholders of the Company’s Common Stock will be asked to vote to approve the proposed acquisition by Nukkleus of 100% of Star 26. Star 26 is a defense-focused acquisition company that owns:

1. B. Rimon Agencies Ltd., a supplier of generators for the “iron dome” launcher system;
2. a majority interest in Water.OI Ltd., a company developing smart hydration technology; and,
3. a convertible loan issued to ITS Industrial Techno-logic Solutions, a provider of fully integrated electro-mechanical machinery, assembly lines, and custom motion systems.
   

Stockholders of the Company’s Common Stock will also be asked to vote on the issuance of shares upon conversion of the Company’s outstanding Series A Convertible Preferred Stock and associated warrants previously issued to investors, as well as the issuance of shares in connection with the Company’s $250 million equity line of credit.

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.

For more information, please contact:
Investor Relations Contacts (US):

The Equity Group Inc.
Lena Cati
lcati@theequitygroup.com
+1 (212) 836-9611
Val Ferraro
vferraro@theequitygroup.com
+1 (212) 836-9633

FAQ

When is the Nukkleus (NUKK) special stockholders meeting to approve Star 26 acquisition?

The virtual special meeting is on December 16, 2025 at 10:00 a.m. ET.

Who is eligible to vote at the NUKK special meeting for the Star 26 deal?

Stockholders of record as of November 17, 2025 are entitled to vote.

What assets does Star 26 include in the Nukkleus (NUKK) proposed acquisition?

Star 26 owns B. Rimon Agencies, a majority interest in Water.OI, and a convertible loan to ITS.

How will the NUKK proposals affect shares regarding Series A conversion and equity line?

Proposals ask shareholders to approve issuance of shares on Series A conversions and a $250 million equity line.

Where can NUKK investors find the proxy materials for the December 16, 2025 meeting?

Definitive proxy materials are available on the SEC website and the meeting site www.virtualshareholdermeeting.com/NUKK2025SM.