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

News Market Reaction

-8.90% 2.6x vol

34 alerts

-8.90% News Effect

+5.3% Peak Tracked

-18.5% Trough Tracked

-$11M Valuation Impact

$116M Market Cap

2.6x Rel. Volume

On the day this news was published, NUKK declined 8.90%, reflecting a notable negative market reaction. Argus tracked a peak move of +5.3% during that session. Argus tracked a trough of -18.5% from its starting point during tracking. Our momentum scanner triggered 34 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $11M from the company's valuation, bringing the market cap to $116M at that time. Trading volume was elevated at 2.6x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

IPO unit price: $10.00 per unit Expected gross proceeds: $150 million Underwriters’ option: $22.5 million +4 more

7 metrics

IPO unit price $10.00 per unit SC II initial public offering pricing

Expected gross proceeds $150 million SC II IPO gross proceeds target from unit sales

Underwriters’ option $22.5 million Option to purchase additional SC II units in IPO

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

Sponsor unit price $10.00 per Sponsor Unit Price for Sponsor’s private placement Units in SC II

Unit right conversion 1/5 Class A share Right per unit upon completion of initial business combination

IPO closing date November 28, 2025 Expected closing date of SC II initial public offering

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 moving average of $9.94 and far under the $78.32 52-week high.

Peers on Argus

NUKK fell 4.5% while key peers were mixed: NTCL appeared in momentum scans, down...

1 Down

NUKK fell 4.5% while key peers were mixed: NTCL appeared in momentum scans, down 15.54%, but others like SAGT and IPM showed gains, indicating stock-specific dynamics rather than a broad sector move.

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%	SC II IPO closed raising $172.5M with sponsor purchasing units.
Nov 26	SPAC IPO pricing	Positive	-8.9%	SC II units priced at $10.00 aiming to raise $150M plus option.
Nov 25	Acquisition meeting set	Positive	+19.6%	Special meeting set to approve Star 26 Capital acquisition and share issuances.
Nov 25	Defense funding update	Positive	+19.6%	Iron Dome funding boost highlighted as opportunity for Rimon and Nukkleus strategy.
Nov 13	Industry conference	Neutral	-7.1%	Milipol Paris showcase of integrated A&D and AI technologies.

Pattern Detected

Recent corporate and strategic announcements, including SPAC-related news, often coincided with price moves that diverged from the seemingly constructive tone of the releases, with more divergence than alignment across the last five events.

Recent Company History

Over the last several weeks, Nukkleus reported multiple milestones, including SPAC-related developments and a pending acquisition. On Nov 25, 2025, it highlighted Iron Dome funding tailwinds and the Star 26 Capital deal, with shares rising 19.58%. SPAC pricing and closing updates on Nov 26 and Nov 28, 2025 at $10.00 per unit and related sponsor participation coincided with declines of 8.9% and 3.14%. A November trade-show appearance on Nov 13, 2025 also saw a 7.09% drop, underscoring mixed reactions to news.

Market Pulse Summary

The stock moved -8.9% in the session following this news. A negative reaction despite the SC II IPO ...

Analysis

The stock moved -8.9% in the session following this news. A negative reaction despite the SC II IPO pricing news fits a pattern where seemingly constructive announcements, including earlier SPAC milestones, coincided with price declines of 8.9% and 3.14%. The market may have focused on overall capital structure complexity, including prior equity plan registrations and large share issuance proposals, rather than headline proceeds of $150 million at $10.00 per unit. Past divergence suggests that corporate finance steps alone have not consistently supported NUKK’s share price.

Key Terms

special purpose acquisition company, initial public offering, prospectus, registration statement

4 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.

initial public offering financial

"announced the pricing of the 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.

prospectus regulatory

"The SC II initial public offering is being 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.

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.

AI-generated analysis. Not financial advice.

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.