Nukkleus Inc. Receives Shareholder Approval to Acquire Star 26 Capital Inc.

Nukkleus (NASDAQ: NUKK) received stockholder approval to acquire 100% of Star 26 Capital, with the transaction expected to close before December 31, 2025.

Rhea-AI Summary

Nukkleus (NASDAQ: NUKK) received stockholder approval to acquire 100% of Star 26 Capital, with the transaction expected to close before December 31, 2025. Consideration will be a mixed package of cash, equity, and promissory notes plus Nukkleus shares and warrants, subject to customary adjustments. The deal, first announced on December 15, 2024, adds Star 26’s defense portfolio including B. Rimon Agencies and a majority interest in Water.io (TASE: WATR), and is intended to strengthen Nukkleus across the military UAV/UAS value chain projected at ~$23 billion by 2030.

Stockholders also approved conversion-related share issuances and share issuances tied to a $250 million equity line.

Positive

• Acquisition of 100% of Star 26 to expand defense portfolio
• Adds B. Rimon Agencies distribution relationships with major defense contractors
• Majority interest in Water.io (TASE: WATR) and convertible position in ITS/Positech
• Expected to strengthen position across military UAV/UAS value chain (~$23B by 2030)
• Potential operational efficiencies via shared resources and cross-platform integration

Negative

• Consideration includes promissory notes, adding creditor obligations
• Stockholder approval allows conversion-related share issuance, which may dilute existing equity
• Approved issuance of shares tied to a $250 million equity line, creating further potential dilution

Argus Dec 18 session

-8.38% close to close Open Argus

Details

News Market Reaction – NUKK

On Dec 18, the first trading day after this news, NUKK closed 8.38% below the previous close.

Data tracked by StockTitan Argus for the Dec 18 session.

Key Figures

Star 26 ownership: 100% UAV/UAS market size: approximately $23 billion Expected closing date: Before December 31, 2025 +3 more

Star 26 ownership

100%

Ownership of Star 26 Capital Inc. upon closing

UAV/UAS market size

approximately $23 billion

Expected UAV and UAS value chain by 2030

Expected closing date

Before December 31, 2025

Target timing for Star 26 acquisition closing

Initial announcement date

December 15, 2024

Original announcement of Star 26 transaction

Shareholder meeting date

December 16, 2025

Special Meeting of Stockholders approving acquisition

Equity line size

$250 million

Equity line associated with approved share issuance

Historical Context

5 past events · Latest: Nov 28

5 events

1. Nov 28

   SPAC IPO closing

   24h Move

   -3.1%

   Closing of SC II SPAC IPO raising $172.5M in gross proceeds.

2. Nov 26

   SPAC IPO pricing

   24h Move

   -8.9%

   Pricing of SC II SPAC units at $10.00 targeting $150M raise.

3. Nov 25

   Acquisition vote setup

   24h Move

   +19.6%

   Announcement of special meeting to approve 100% Star 26 acquisition.

4. Nov 25

   Iron Dome exposure

   24h Move

   +19.6%

   Highlighting Rimon and Iron Dome demand under a large U.S. aid package.

5. Nov 13

   Conference showcase

   24h Move

   -7.1%

   Milipol Paris 2025 exhibit of integrated A&D and AI technologies.

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

Key Terms

uav, uas, artificial intelligence, gnss, +4 more

8 terms

uav technical

"enhance Nukkleus’s 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

"enhance Nukkleus’s 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

"integration between unmanned platforms, artificial intelligence (“AI”), 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.

gnss technical

"subsidiaries in AI, UAV systems, and GNSS-related technologies will now operate"

GNSS stands for Global Navigation Satellite System, a network of satellites that provide precise location and timing information anywhere on Earth, like a constantly available digital map and clock. It matters to investors because many industries—transportation, agriculture, telecom, finance and defense—rely on this positioning and timing for products, services and critical infrastructure; improvements or disruptions in GNSS can change costs, create new revenue streams, or introduce operational risk.

warrants financial

"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

convertible preferred stock financial

"conversion of the Company’s outstanding Series A Convertible Preferred Stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

equity line financial

"issuance of shares in connection with the Company’s $250 million equity line"

An equity line is a financing arrangement that lets a company raise cash over time by issuing new shares up to an agreed limit to an investor or through a placement program. It acts like a tapable credit line paid with stock rather than cash, giving the company flexible funding for operations or growth while reducing each existing share's ownership proportion; investors watch these deals because they affect share supply and shareholder value.

promissory notes financial

"mixed package of cash, equity, and promissory notes, subject to customary"

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.

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

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NEW YORK and TEL AVIV, Israel, Dec. 17, 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 its stockholders have approved the acquisition of Star 26 Capital Inc., a defense-focused acquisition company. The transaction is expected to close before December 31, 2025.

Pursuant to the approved transaction, Nukkleus is expected to acquire 100% of Star 26 in consideration of a mixed package of cash, equity, and promissory notes, subject to customary adjustments, as well as shares of Nukkleus common stock and associated warrants issued to Star 26 shareholders. Additional details regarding the transaction are available in the Company’s filings with the Securities and Exchange Commission.

The transaction, which was first announced on December 15, 2024, was approved by Nukkleus stockholders at the Special Meeting of Stockholders held on December 16, 2025, is intended to provide 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 accelerating the firm’s evolution into a unified, multi-domain defense technology company.

Upon closing, the acquisition is expected to significantly enhance Nukkleus’s position across the military UAV and UAS value chain, which is expected to reach approximately $23 billion by 2030. It will enable deeper integration between unmanned platforms, artificial intelligence (“AI”), motion control, power systems, and command-and-control infrastructure. Upon closing, Nukkleus’s existing subsidiaries in AI, UAV systems, and GNSS-related technologies will now operate alongside Star 26’s companies, supporting the development of end-to-end unmanned and autonomous defense solutions spanning airborne platforms, payloads, ground control, and real-time decision-support systems.

Star 26 brings to Nukkleus a portfolio of defense and technology companies that are complementary to unmanned and autonomous systems, including B. Rimon Agencies Ltd., a leading Israeli supplier of critical components for advanced missile-defense 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, aerospace systems, command and control, and defense infrastructure, supporting integrated solutions that combine autonomous platforms with motion, sensing, and centralized control. Following the closing, the acquisition is expected to provide operational efficiencies through shared resources, streamlined supply chains, expanded distribution, and cross-platform integration, while each subsidiary continues to operate independently within its core domain. This approach supports Nukkleus’s ability to address evolving requirements in UAV, UAS, and related defense systems.

“We are very pleased to have received stockholder approval for this acquisition,” said Menny Shalom, CEO of Nukkleus Inc. “This transaction is the next logical step for Nukkleus, as unmanned and autonomous systems become an integral part of modern defense, performance increasingly depends on how well hardware, control systems, and software work together. Bringing Star 26 and its portfolio under the Nukkleus umbrella enables closer collaboration across AI, UAVs, aerospace systems, and command and control, supporting integrated solutions that combine autonomy with motion and sensing. For shareholders, this structure is expected to improve operational efficiency through shared resources and coordinated supply chains, while positioning Nukkleus to address evolving requirements in UAS and related defense programs in a disciplined way.”

At the special meeting, stockholders of the Company’s Common Stock also approved 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.

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.

When is Nukkleus (NUKK) expected to close the Star 26 acquisition?

The company expects the transaction to close before December 31, 2025.

What will Nukkleus (NUKK) pay to acquire Star 26 Capital?

Consideration is a mixed package of cash, equity, and promissory notes, plus shares and warrants, subject to customary adjustments.

How does the Star 26 deal affect Nukkleus's position in UAV/UAS markets (NUKK)?

The acquisition is expected to enhance Nukkleus across the military UAV/UAS value chain projected near $23 billion by 2030.

Which Star 26 assets will join Nukkleus after the acquisition of Star 26 (NUKK)?

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

What shareholder approvals did Nukkleus obtain at the December 16, 2025 special meeting?

Stockholders approved the Star 26 acquisition, conversion-related share issuances, and issuance of shares under a $250 million equity line.

Where can investors find details on the transaction terms for Nukkleus (NUKK)?

Detailed terms and adjustments are available in the company’s filings with the Securities and Exchange Commission.