[Form 3] Nukkleus Inc. Initial Statement of Beneficial Ownership
Rhea-AI Filing Summary
Nukkleus, Inc. (NUKK) and related entities filed an initial ownership report for SC II Acquisition Corp. (SCII). The filing shows beneficial ownership of derivative securities linked to 7,392,857 Class A ordinary shares of SC II Acquisition Corp., issuable upon conversion of Class B founder shares.
The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of SC II’s initial business combination, or earlier at the holder’s option, with no expiration date. Up to 964,286 of these Class B shares are subject to forfeiture if the underwriters in SC II’s initial public offering do not fully exercise their over-allotment option.
The Class B shares are held of record by SC Capital II Sponsor LLC, whose managing member is Nukkleus Defense Technologies, Inc., a subsidiary of Nukkleus, Inc. Menachem Shalom, CEO and director of SC II, Nukkleus Defense Technologies, and Nukkleus, has voting and dispositive control over the shares through these roles but disclaims beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
FAQ
What does the NUKK Form 3 filing report for SC II Acquisition Corp. (SCII)?
The Form 3 reports initial beneficial ownership of derivative securities tied to 7,392,857 Class A ordinary shares of SC II Acquisition Corp. (SCII), issuable upon conversion of Class B founder shares.
How do SC II Acquisition Corp. Class B founder shares convert into Class A shares?
The filing states that Class B ordinary shares will automatically convert into Class A ordinary shares at the time of SC II’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments, and have no expiration date.
Who is the record holder of the SC II Class B founder shares mentioned in the filing?
The Class B ordinary shares are held of record by SC Capital II Sponsor LLC, which acquired them under a subscription agreement with SC II Acquisition Corp. as described in the Form S-1 registration statement.
What portion of the SC II founder shares may be forfeited according to the filing?
The Class B ordinary shares include up to 964,286 shares that are subject to forfeiture if the underwriters of SC II’s initial public offering do not exercise their over-allotment option in full.
What roles does Menachem Shalom hold in relation to NUKK and SC II Acquisition Corp.?
Menachem Shalom is described as the Chief Executive Officer and a director of SC II Acquisition Corp., the Chief Executive Officer and sole director of Nukkleus Defense Technologies, Inc. (the managing member of the sponsor), and the Chief Executive Officer and a director of Nukkleus, Inc. (NUKK).
Does Menachem Shalom claim full beneficial ownership of the reported SC II founder shares?
The filing explains that Mr. Shalom has voting and dispositive control over the Class B ordinary shares held by the sponsor solely in his capacity as CEO and sole director of the managing member, and he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.
When is the ownership event in the NUKK-related Form 3 dated?
The date of the event requiring the statement is listed as 11/25/2025.