NUKK announces SC II Acquisition Corp. $150M SPAC IPO pricing

Rhea-AI Filing Summary

Nukkleus Inc. (NUKK) reported that its indirect subsidiary, special purpose acquisition company SC II Acquisition Corp., has priced its initial public offering. SC II plans to sell 15,000,000 units at $10.00 per unit, for gross proceeds of about $150,000,000. Each unit includes one Class A ordinary share and a right to receive one-fifth of a Class A ordinary share upon completion of SC II’s first business combination. The underwriters also have an option to buy up to 2,250,000 additional units at the same price for up to $22.5 million in extra proceeds. A sponsor entity majority-owned by Nukkleus will purchase 255,000 private placement units at $10.00 per unit alongside the IPO, aligning Nukkleus with SC II’s capital raise. The IPO is expected to close on or about November 28, 2025.

Insights

Equity capital markets analyst

NUKK’s majority-owned SPAC SC II prices a $150M IPO, adding off-balance-sheet deal capacity.

Nukkleus highlights that its indirect subsidiary, SPAC SC II Acquisition Corp., has priced an IPO of 15,000,000 units at $10.00 per unit, for gross proceeds of about $150,000,000. Each unit bundles a Class A ordinary share with a right to receive one-fifth of a share if SC II completes its first business combination, which is a typical SPAC incentive structure.

The underwriters’ option for up to 2,250,000 additional units could add as much as $22,500,000 in gross proceeds to SC II, while a Nukkleus-majority-owned sponsor will purchase 255,000 private placement units at $10.00 per unit. Economically, this locates the IPO cash at the SPAC level rather than directly at Nukkleus, but Nukkleus participates through its majority interest in the sponsor.

Future financial impact for NUKK shareholders will depend on whether SC II successfully closes a business combination and on the terms of any such transaction, which are not described here. Subsequent company filings may provide more detail on how SC II’s activities interact with Nukkleus’s consolidated results.

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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): November 26, 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, 14^th Floor

New York, New York 10017

(Address of principal executive offices)

212-791-4663

(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 November 26, 2025, Nukkleus Inc. (the “Company”) issued a press release announcing the pricing of the initial public offering (the “IPO”) of SC II Acquisition Corp. (“SC II”), a newly formed special purpose acquisition company and indirect subsidiary of the Company. A copy of the Company’s press release dated November 26, 2025 relating to the pricing of SC II’s IPO is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Exhibit 99.1 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 other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On November 25, 2025, SC II priced its IPO of 15,000,000 units (the “Units”). The Units are to be sold at an offering price of $10.00 per Unit, generating gross proceeds to SC II of approximately $150,000,000. Each Unit will consist of one Class A ordinary share of SC II, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of SC II’s initial business combination (each, a “Share Right”). SC II has also granted the underwriters an option to purchase up to 2,250,000 Units at the offering price to cover over-allotments for additional gross proceeds of up to $22.5 million. The IPO 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 IPO, 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. The issuance of the Sponsor Units is being made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of Nukkleus Inc. dated November 26, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: November 26, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

2

FAQ

What did Nukkleus Inc. (NUKK) announce regarding SC II Acquisition Corp.’s IPO?

Nukkleus announced that its indirect subsidiary, SC II Acquisition Corp., priced an IPO of 15,000,000 units at $10.00 per unit, for gross proceeds of about $150,000,000.

What does each SC II Acquisition Corp. unit include in the NUKK-related IPO?

Each unit consists of one Class A ordinary share of SC II and one right to receive one-fifth of one Class A ordinary share upon completion of SC II’s initial business combination.

Is there an over-allotment option in the SC II Acquisition Corp. IPO connected to NUKK?

Yes. SC II granted underwriters an option to purchase up to 2,250,000 additional units at $10.00 per unit, for up to $22.5 million in extra gross proceeds.

When is the SC II Acquisition Corp. IPO expected to close?

The IPO of SC II Acquisition Corp. is expected to close on or about November 28, 2025.

How is Nukkleus Inc. economically involved in the SC II Acquisition Corp. SPAC?

SC Capital II Sponsor LLC, an indirect subsidiary of Nukkleus in which Nukkleus holds a majority interest, will act as the sponsor of SC II and acquire 255,000 private placement units at $10.00 per unit.

Under what exemption are the SC II sponsor units being issued?

The 255,000 sponsor units to be acquired by SC Capital II Sponsor LLC are being issued under an exemption from registration in Section 4(a)(2) of the Securities Act.

What disclosure did Nukkleus provide under Regulation FD in this 8-K?

Nukkleus furnished a press release as Exhibit 99.1 describing the pricing of SC II’s IPO, noting it is furnished and not deemed filed under the Exchange Act, except as specifically incorporated by reference elsewhere.