Nukkleus discloses SC II Acquisition Corp. I IPO plan in Reg FD

Rhea-AI Filing Summary

Nukkleus Inc. (NUKK) furnished a Regulation FD update announcing a press release about the proposed initial public offering of units of SC II Acquisition Corp. I, a newly formed special purpose acquisition company and indirect subsidiary of Nukkleus.

The notice states that a preliminary, subject-to-completion prospectus has been filed with the SEC and is not yet effective, and that no offers or sales of these securities may occur prior to effectiveness. The information under Item 7.01, including the press release attached as Exhibit 99.1, is furnished and not deemed filed under the Exchange Act.

Insights

Capital Markets Specialist

Furnished 8-K discloses a proposed SPAC IPO by an indirect subsidiary; plans are preliminary and uncertain, with no terms or timing finalized.

Nukkleus Inc. furnished notice of a press release about the proposed initial public offering of units of SC II Acquisition Corp. I, a newly formed SPAC and indirect subsidiary. A registration statement with a preliminary prospectus has been filed but is not effective, and no offers or sales can occur until effectiveness. In simple terms, a SPAC raises cash in an IPO to later merge with a private company.

The disclosure is informational under Item 7.01 (Reg FD) and is explicitly furnished, not filed, which limits Exchange Act liability and signals preliminary status. The company provides no offering size, pricing, use of proceeds, or timeline. The forward-looking caution emphasizes that completion depends on market, legal, and regulatory conditions, and may not occur at all.

What matters: if the IPO proceeds, the subsidiary could hold a cash pool to pursue a future business combination, which could create optionality for the broader organization. Concrete items to watch next include SEC effectiveness of the registration statement, any disclosed unit structure and size, and sponsor/management details once available. The earliest reference point is October 17, 2025; subsequent filings and an effective registration would indicate progress.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did NUKK announce in its 8-K on October 17, 2025?

Nukkleus disclosed a press release about the proposed IPO of units of SC II Acquisition Corp. I, its indirect SPAC subsidiary.

What stage is the SC II Acquisition Corp. I IPO?

A registration statement with a preliminary, subject-to-completion prospectus has been filed with the SEC but is not yet effective.

Can SC II’s securities be sold before SEC effectiveness?

No. The filing states securities may not be sold, nor may offers be accepted, prior to the registration statement becoming effective.

Where can investors access the preliminary prospectus for SC II?

When available, from D. Boral Capital LLC (590 Madison Ave, 39th Floor, New York, NY 10022; info@dboralcapital.com; (212) 970-5150) or at www.sec.gov.

How is the 8-K information treated under the Exchange Act?

Information under Item 7.01, including Exhibit 99.1, is furnished and not deemed filed or subject to Section 18 liabilities.

What securities of NUKK are listed on Nasdaq?

Common Stock (NUKK) and Warrants (NUKKW), with each warrant exercisable for one share of common stock for $92.00 per share.

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Accepted by SEC EDGAR 10/17/2025 - 09:21 AM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2025

NUKKLEUS INC.
(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

575 Fifth Avenue, 14th Floor

New York, New York 10017

(Address of principal executive offices)

646-257-4214

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		NUKK		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share		NUKKW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On October 17, 2025, Nukkleus, Inc., (the “Company”) issued a press release regarding the proposed initial public offering of units of SC II Acquisition Corp. I (the “SCII”), a newly formed special purpose acquisition company and indirect subsidiary of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

A registration statement, including a prospectus, which is preliminary and subject to completion, relating to the proposed offering has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sales of 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 such state or jurisdiction. When available, copies of the preliminary 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 SEC’s website at www.sec.gov.

The information furnished under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release of Nukkleus, Inc. dated October 17, 2025.

Forward-Looking Statements

This Current Report on Form 8-K contains “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 anticipated size, timing, structure, and success of the proposed IPO of SC II, the expected composition of its sponsor and management team, and the prospects of completing a future business combination. There can be no assurance that the proposed offering of SC II will be completed on the terms described herein, within the expected timeframe, or at all. The completion of the proposed offering and the subsequent business-combination process remain subject to market, legal, and regulatory conditions. 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 undertakes no obligation to update or revise any forward-looking statements.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUKKLEUS INC.
Date: October 17, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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