Nukkleus Inc. Announces Pricing of SC II, its Corporate-Sponsored SPAC, at $10.00 per Unit

Rhea-AI Summary

Nukkleus (NASDAQ:NUKK) announced the pricing of SC II Acquisition Corp. units at $10.00 per unit for an initial public offering expected to raise $150 million in gross proceeds, with an underwriter option for an additional $22.5 million. Each unit contains one Class A ordinary share and a right to receive one fifth (1/5) of a Class A ordinary share upon consummation of an initial business combination. Units will trade on the Nasdaq Global Market under the ticker SCIIU, and the offering is expected to close on or about November 28, 2025. The Sponsor, majority-owned by Nukkleus, will acquire 255,000 sponsor units at $10.00 each. Menachem Shalom is CEO of both Nukkleus and SC II.

Positive

• $150.0M expected gross proceeds from IPO
• Underwriters may add up to $22.5M via option
• Sponsor committed to buy 255,000 units for $2.55M
• Units to list on Nasdaq Global Market as SCIIU

Negative

• Each unit includes rights to 1/5 of a share, complicating post‑combination share count
• Underwriter option could raise total offering to $172.5M, increasing float

Insights

Capital Markets Strategist

SPAC sponsorship and a $150$150,000,000 IPO signal a capital-raising step that enables acquisition flexibility and balance-sheet optionality.

Nukkleus is acting as majority sponsor of SC II Acquisition Corp. and priced units at $10.00 each to raise gross proceeds of $150,000,000, with an underwriter option of up to $22,500,000. The unit structure includes one Class A share plus a right to receive one-fifth of a share upon a business combination; the Sponsor will buy 255,000 Sponsor Units at $10.00. The IPO is expected to close on or about November 28, 2025.

The business mechanism is straightforward: the SPAC creates a pool of cash under the sponsor’s control to pursue an acquisition in the aerospace and defense sector. This provides the sponsor with near-term acquisition firepower and strategic optionality without immediate dilution from a direct equity raise by the operating company. Key dependencies include successful closing of the IPO, effective deployment of proceeds into an acceptable target, and market receptivity to SPAC-listed units on the Nasdaq Global Market under the symbol SCIIU.

Risks are practical and timeline-driven: if the IPO does not close as expected on November 28, 2025 the sponsor’s planned purchase of Sponsor Units and the intended capital base would change. Watch for the final prospectus for redemption terms, sponsor promote economics, the underwriter option exercise, and any disclosed timelines for an initial business combination; those items will materially affect dilution and economic alignment. Near-term horizon: closing and prospectus disclosures within days; medium-term horizon: the announced search and eventual business combination window specified in the prospectus.

NEW YORK, Nov. 26, 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 pricing of the 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 expects to raise gross proceeds of $150 million in the initial public offering through the sale of its units at an offering price of $10.00 per unit, and each unit will consist 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 has also granted the underwriters an option to purchase up to an additional $22.5 million of units in the initial public offering. SC II units will be listed on the Nasdaq Global Market under the symbol “SCIIU.” The initial public offering is expected to close on or about November 28, 2025.

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 will acquire 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 is acting 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 is being made only by means of a prospectus. When available, 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, statements regarding the exercise of the overallotment option by the underwriters, and 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 (NUKK) announce about SC II pricing on November 26, 2025?

Nukkleus announced SC II priced units at $10.00 each, expecting $150M gross proceeds with an underwriter option for $22.5M.

When will SC II units (SCIIU) begin trading on Nasdaq and what is the ticker?

SC II units will be listed on the Nasdaq Global Market under the ticker SCIIU, with the offering expected to close on or about November 28, 2025.

How many sponsor units did the Sponsor, majority-owned by Nukkleus, agree to buy and for how much?

The Sponsor will acquire 255,000 sponsor units at $10.00 per unit, a total of $2.55M.

What does each SC II unit consist of and how does that affect shares?

Each unit consists of one Class A ordinary share and one right to receive 1/5 of a Class A ordinary share upon completion of an initial business combination.

Could the SC II IPO raise more than $150M and by how much?

Yes, underwriters have an option to purchase additional units that could raise an extra $22.5M, bringing the total to $172.5M.