NUKK discloses SC II founder share control and forfeiture terms

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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SC Capital II Sponsor LLC, Nukkleus Defense Technologies, Inc., Nukkleus Inc., Shalom Menachem

Role 10% Owner | 10% Owner | 10% Owner | CEO

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 7,392,857 shares (Direct)

Footnotes (1)

1. As described in the registration statement on Form S-1 (File No. 333-290917) of SC II Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. These shares represent the Class B ordinary shares held by SC Capital II Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 964,286 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement. The Sponsor is the record holder of the Class B ordinary shares reported herein. The sole managing member of the Sponsor is Nukkleus Defense Technologies, Inc., a Nevada corporation (the "Managing Member"), which is a subsidiary of Nukkleus, Inc., a Delaware corporation ("Nukkleus"). Mr. Menachem Shalom is the Chief Executive Officer and a director of the Issuer, is the Chief Executive Officer and sole director of the Managing Member and is the Chief Executive Officer and a director of Nukkleus. Mr. Shalom serves as the Chief Executive Officer and sole director of the Managing Member at the discretion of the Board of Directors of Nukkleus. Mr. Shalom, solely in his capacity as Chief Executive Officer and sole director of the Managing Member, has voting and dispositive control over the Class B ordinary shares held by the Sponsor and reported hereunder. Mr. Shalom disclaims beneficial ownership to these securities other than to the extent that he has a pecuniary interest therein.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

SC Capital II Sponsor LLC

(Last) (First) (Middle)

575 FIFTH AVENUE

14TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/25/2025

3. Issuer Name and Ticker or Trading Symbol
SC II Acquisition Corp. [ SCII ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	7,392,857(2)	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

SC Capital II Sponsor LLC

(Last) (First) (Middle)

575 FIFTH AVENUE

14TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nukkleus Defense Technologies, Inc.

(Last) (First) (Middle)

575 FIFTH AVENUE

14TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nukkleus Inc.

(Last) (First) (Middle)

575 FIFTH AVENUE

14TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shalom Menachem

(Last) (First) (Middle)

575 FIFTH AVENUE

14TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-290917) of SC II Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

2. These shares represent the Class B ordinary shares held by SC Capital II Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 964,286 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.

3. The Sponsor is the record holder of the Class B ordinary shares reported herein. The sole managing member of the Sponsor is Nukkleus Defense Technologies, Inc., a Nevada corporation (the "Managing Member"), which is a subsidiary of Nukkleus, Inc., a Delaware corporation ("Nukkleus"). Mr. Menachem Shalom is the Chief Executive Officer and a director of the Issuer, is the Chief Executive Officer and sole director of the Managing Member and is the Chief Executive Officer and a director of Nukkleus. Mr. Shalom serves as the Chief Executive Officer and sole director of the Managing Member at the discretion of the Board of Directors of Nukkleus. Mr. Shalom, solely in his capacity as Chief Executive Officer and sole director of the Managing Member, has voting and dispositive control over the Class B ordinary shares held by the Sponsor and reported hereunder. Mr. Shalom disclaims beneficial ownership to these securities other than to the extent that he has a pecuniary interest therein.

	/s/ Menachem Shalom as Authorized Signatory of SC Capital II Sponsor LLC	11/25/2025
	/s/ Menachem Shalom as CEO of Nukkleus Defense Technologies, Inc., the managing member of the Sponsor	11/25/2025
	/s/ Menachem Shalom as CEO of Nukkleus, Inc.	11/25/2025
	/s/ Menachem Shalom	11/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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.