Nukkleus Inc. Completes Strategic Acquisition of Star 26 Capital, Expanding Defense AI and Defense Manufacturing

Nukkleus (NASDAQ: NUKK) completed the acquisition of Star 26 Capital on January 13, 2026, acquiring 100% of Star 26 in exchange for a mix of cash, promissory notes, Nukkleus common stock, and warrants.

Rhea-AI Summary

Nukkleus (NASDAQ: NUKK) completed the acquisition of Star 26 Capital on January 13, 2026, acquiring 100% of Star 26 in exchange for a mix of cash, promissory notes, Nukkleus common stock, and warrants. The deal brings precision manufacturing, advanced computer vision, and other defense technologies into Nukkleus’s portfolio, including B. Rimon Agencies (exclusive distributor for key missile‑defense programs), a majority interest in Water.io (TASE: WATR) which acquired Zorronet, and a convertible loan in ITS/Positech. The acquisition expands Nukkleus’s exposure across the military UAV/UAS value chain (market cited at ~$23 billion by 2030) and is expected to enable shared resources, streamlined supply chains, and expanded distribution while subsidiaries operate independently.

Positive

• 100% acquisition of Star 26 completed on Jan 13, 2026
• Adds B. Rimon Agencies with exclusive missile‑defense distribution relationships
• Majority interest in Water.io (TASE: WATR), now owner of Zorronet
• Expands UAV/UAS exposure to a market cited at ~$23B by 2030

Negative

• Consideration included stock, warrants, and promissory notes, creating potential dilution
• Transaction value not disclosed in the announcement; financial terms deferred to SEC filings

Argus Jan 13 session

-4.60% close to close Open Argus

Details

News Market Reaction – NUKK

On Jan 13, the day this news came out, NUKK closed 4.60% below the previous close.

Data tracked by StockTitan Argus for the Jan 13 session.

Key Figures

Military UAV/UAS market: $23 billion US defense spending proposal: $1.5 trillion Star 26 ownership: 100% +5 more

Military UAV/UAS market

$23 billion

Projected value of military UAV/UAS value chain by 2030

US defense spending proposal

$1.5 trillion

Target level referenced for potential US defense spending

Star 26 ownership

100%

Nukkleus acquires full ownership of Star 26 Capital

Star 26 assets ownership

100%

Transaction provides 100% ownership of Star 26’s defense-related assets

Transaction structure

Cash, promissory notes, shares, warrants

Mixed consideration paid to Star 26 shareholders

Water.io holding

Majority interest

Star 26 holds majority interest in Water.io (TASE: WATR)

Convertible loan position

ITS/Positech

Star 26 holds convertible loan in ITS/Positech

Publication date

Jan 13, 2026

Announcement date of Star 26 acquisition completion

Historical Context

5 past events · Latest: Dec 30

5 events

1. Dec 30

   Tiltan acquisition close

   24h Move

   -1.7%

   Closed Tiltan acquisition, adding defense AI and simulation capabilities.

2. Dec 17

   Star 26 approval

   24h Move

   -2.1%

   Stockholder approval to acquire 100% of Star 26 Capital.

3. Nov 28

   SC II IPO close

   24h Move

   -3.1%

   Closed SC II SPAC IPO with $172.5 million gross proceeds.

4. Nov 26

   SC II IPO pricing

   24h Move

   -8.9%

   Priced SC II SPAC units at $10.00 targeting $150 million raise.

5. Nov 25

   Star 26 vote meeting

   24h Move

   +19.6%

   Set special meeting to approve 100% acquisition of Star 26 Capital.

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

Key Terms

promissory notes, warrants, uav, uas, +4 more

8 terms

promissory notes financial

"in consideration of a mixed package of cash, promissory notes, as well as shares"

A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.

warrants financial

"shares of Nukkleus common stock and associated warrants issued to Star 26 shareholders"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

uav technical

"position across the military UAV and UAS value chain"

An unmanned aerial vehicle (UAV) is an aircraft that flies without a pilot on board, controlled remotely or by onboard software like a self-driving car. Investors care because UAVs are used across industries—delivery, agriculture, inspection, mapping, and defense—so demand, regulation, or technological advances can quickly affect revenue and costs for companies that make, operate, or rely on them. Think of a UAV as a robotic helper in the sky whose growing use can change market opportunities and risks.

uas technical

"position across the military UAV and UAS value chain"

UAS stands for Unmanned Aircraft System, the complete setup that lets a remotely piloted aircraft (commonly called a drone) fly safely — including the aircraft itself, the ground controller, communications links and supporting equipment. Investors watch UAS because rules, technology and demand for tasks like surveying, delivery or aerial inspection directly affect companies’ sales and regulatory costs; think of it as a vehicle plus its keys, radio and support crew that together determine whether it can operate profitably.

artificial intelligence technical

"closer coordination across unmanned platforms, artificial intelligence, motion control"

Artificial intelligence is the ability of computers and machines to perform tasks that typically require human thinking, such as understanding language, recognizing patterns, or making decisions. For investors, it matters because AI can enhance efficiency, uncover new insights, and enable smarter strategies, potentially impacting the value and performance of companies that develop or utilize this technology.

motion control technical

"advanced motion-control, stabilization, and targeting technologies"

Motion control is the technology that directs and coordinates the movement of machines, robots, or parts — combining motors, sensors and control software so equipment moves precisely and reliably. For investors, motion control is important because it underpins manufacturing quality and automation efficiency; like a conductor guiding an orchestra, better motion control can raise productivity, reduce costs, and create competitive advantage for companies that make or use it.

command-and-control technical

"power systems, and command-and-control capabilities, aligning complementary technologies"

"Command-and-control" describes a system where authority is centralized, and decisions are made by a single leader or a small group that directs how activities are carried out. In financial or organizational contexts, it means strict oversight and top-down management, leaving little room for individual discretion. For investors, it highlights how power and decision-making influence the stability, efficiency, and flexibility of an organization or market.

convertible loan financial

"as well as a convertible loan position in ITS/Positech"

A convertible loan is money lent to a company that can later be changed into shares instead of being repaid in cash. For investors it combines the safety of a loan—priority for repayment if things go wrong—with the potential upside of owning part of the company if its value rises; think of it as lending money that can be swapped for a slice of the company pie under pre-agreed terms. It matters because it affects returns and how much ownership existing shareholders will have.

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

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Deal adds precision manufacturing, advanced computer vision, and other defense technology businesses into the Nukkleus ecosystem

NEW YORK and TEL AVIV, Israel, Jan. 13, 2026 (GLOBE NEWSWIRE) -- Nukkleus Inc. (NASDAQ: NUKK), a strategic acquirer and owner of high-potential businesses in the aerospace and defense (A&D) industry, today announced the successful completion of its acquisition of Star 26 Capital Inc., a defense-focused acquisition company.

Nukkleus acquired 100% of Star 26 in consideration of a mixed package of cash, promissory notes, as well as shares of Nukkleus common stock and associated warrants issued to Star 26 shareholders on a pro-rata basis. Additional details regarding the transaction are available in the Company’s filings with the Securities and Exchange Commission.

The transaction provides Nukkleus with 100% ownership of Star 26 and its portfolio of defense-related assets. The period between signing and closing enabled Star 26 to expand and strengthen its holdings, increasing the strategic value of the transaction for Nukkleus and its shareholders and further advancing the company’s evolution as a diversified defense technology holding company with multi-domain exposure.

The acquisition also enhances Nukkleus’s position across the military UAV and UAS value chain, which is expected to reach approximately $23 billion by 2030. It enables closer coordination across unmanned platforms, artificial intelligence, motion control, power systems, and command-and-control capabilities, aligning complementary technologies within the Company’s growing defense portfolio.

Star 26 brings to Nukkleus a portfolio of defense and technology companies complementary to unmanned and autonomous systems, including B. Rimon Agencies Ltd., a leading Israeli supplier of critical components for advanced missile-defense programs such as the Iron Dome, with exclusive distribution relationships with major defense contractors including Rafael Advanced Defense Systems and Elbit Systems. Star 26 also holds a majority interest in Water.io (TASE: WATR), which recently completed its acquisition of Zorronet, a developer of AI-powered unmanned command centers and integrated physical-security platforms, as well as a convertible loan position in ITS/Positech, a specialist in advanced motion-control, stabilization, and targeting technologies.

These companies are expected to collaborate with Nukkleus’s existing portfolio across AI, UAVs, and defense infrastructure, supporting the development of interoperable autonomous and control capabilities. Following the closing, the acquisition is expected to support operational efficiencies through shared resources, streamlined supply chains, and expanded distribution, while each subsidiary continues to operate independently within its core domain.

“With President Donald Trump calling for US defense spending to increase to $1.5 trillion, the focus is shifting not only to advanced systems, but to whether the industrial base can actually deliver them on time,” said Menny Shalom, CEO of Nukkleus Inc. “Many of today’s production delays stem from bottlenecks at the Tier-2 and Tier-3 supplier level, where scaling capacity is difficult but essential. By bringing Star 26 and its portfolio of specialized manufacturers and defense tech companies into the Nukkleus ecosystem, we are strengthening this critical layer of the defense supply chain. This acquisition positions us to help these companies scale responsibly, enabling OEMs to produce faster and more reliably while aligning UAV, AI, and control technologies with evolving defense requirements.”

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
This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are "forward-looking statements" within the meaning of federal securities laws. In some cases, you can identify forward-looking statements by terminology such as "will," "would," "expect," "intend," "plan," "objective," or comparable terminology referencing future events, conditions or circumstances, or the negative of such terms.

Although Nukkleus believes that it has a reasonable basis for the forward-looking statements contained in this press release, they are based on management's current beliefs and expectations about future events and circumstances and are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond the Company's control. Statements relating to the future performance of Nukkleus are subject to many factors including but not limited to: the Company's ability to successfully integrate Star 26 and realize the anticipated benefits of the acquisition; the sufficiency of working capital to realize our business plans and strategic opportunities; the going concern qualification in our financial statements; our ability to penetrate new intended markets; the Company's ability to retain key personnel; market acceptance of our products and services; changes in the defense industry and government spending; geopolitical risks; competition; the Company's ability to access capital markets; and general economic conditions.

Risk factors described under "Risk Factors" in Nukkleus' most recently filed annual report on Form 10-K, as updated from time to time in its quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements in this press release. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. Nukkleus undertakes no obligation to update any forward-looking statement contained in this press release to reflect events that occur or circumstances that exist after the date of this press release, except as required by law.

Investor Relations Contact:
The Equity Group Inc.
Lena Cati
lcati@equityny.com
+1 (212) 836-9611

Val Ferraro
vferraro@theequitygroup.com
+1 (212) 836-9633

Company Contact:
Nukkleus Inc.
575 Fifth Avenue, 14th Floor
New York, New York 10017
info@nukk.com
+1 (212) 791-4663

FAQ

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

What did Nukkleus (NUKK) announce on January 13, 2026?

Nukkleus announced it completed the 100% acquisition of Star 26 Capital using cash, promissory notes, common stock, and warrants.

How does the Star 26 acquisition affect Nukkleus’s UAV and AI exposure (NUKK)?

The deal adds precision manufacturing, computer vision, and other defense tech, expanding exposure across the military UAV/UAS value chain (~$23B by 2030).

Which assets did Nukkleus acquire from Star 26 in the NUKK deal?

Star 26’s portfolio includes B. Rimon Agencies, a majority interest in Water.io (TASE: WATR) and a convertible loan in ITS/Positech.

Will the Star 26 subsidiaries operate independently after the Nukkleus (NUKK) acquisition?

Yes; the announcement states each subsidiary will continue to operate independently within its core domain while sharing resources.

Did Nukkleus (NUKK) disclose the purchase price for Star 26?

No; the release describes the mix of consideration but says additional transaction details are in the company’s SEC filings.

How might the Nukkleus (NUKK) deal affect existing shareholders?

The transaction included issuance of shares and warrants and promissory notes, which the company says were used as consideration and could be dilutive to shareholders.