Nukkleus Inc. SEC Filings

Nukkleus Inc. has filed a Form S-1 to register up to 48,000,000 shares of common stock for resale by Esousa Group Holdings, LLC under a committed equity financing facility of up to $250,000,000. These shares include stock Nukkleus may sell to Esousa over time plus commitment shares issued as a fee for Esousa’s purchase commitment.

Nukkleus will not receive proceeds from Esousa’s resale of the shares, but can raise cash by selling stock directly to Esousa at a discount to market under the purchase agreement, subject to a 9.99% beneficial ownership cap and Nasdaq’s 19.99% share cap, which stockholders have approved. The company is pivoting from financial technology into aerospace and defense, highlighted by a planned acquisition of Star 26 Capital Inc. and exclusive U.S. distribution agreements for Israeli defense technologies. The filing stresses significant risks, including potential dilution from the Esousa facility, reliance on new defense relationships, lack of defense track record, regulatory and export-control exposure, concentration in Israeli operations, limited current revenues, and going concern pressures.

Nukkleus Inc. reported that stockholders approved four major share issuance proposals at a special meeting held on December 16, 2025. The meeting had a quorum with 7,425,406 shares of common stock represented, or about 44.60% of the 16,645,766 shares outstanding as of the record date.

Stockholders approved acquiring 100% of Star Capital 26, Inc. for a mix of cash and Nukkleus securities under an agreement that will result in a change of control and involves CEO Menachem Shalom as the controlling shareholder of Star. They also approved the issuance of common shares on exercise of restricted warrants for an aggregate 3,191,400 shares at an exercise price of $5.405 per share.

In addition, stockholders approved issuing shares under a Common Stock Purchase Agreement with Esousa Group Holdings, LLC, allowing sales of up to $250,000,000 of common stock, and approved common shares issuable upon conversion of Series A Convertible Preferred Stock initially convertible into 2,044,800 shares, with anti-dilution and automatic conversion features. Each proposal received over 99% of votes cast in favor.

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.

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.

Nukkleus Inc. (NUKK) filed a current report to note that on November 25, 2025 it issued a press release, which is attached as Exhibit 99.1 and incorporated by reference. The filing does not describe the contents of the press release, only that it has been formally released and furnished to the market.

The report also reiterates that Nukkleus’s common stock trades on Nasdaq under the symbol NUKK, and its publicly listed warrants, each exercisable for one share of common stock at $92.00 per share, trade under the symbol NUKKW.

Nukkleus Inc. has filed a Form S-8 to register 3,890,000 shares of its common stock, par value $0.0001 per share, tied to its 2025 Equity Incentive Plan. This includes 855,000 shares reserved for future awards under the plan and 3,035,000 shares already issued to employees, directors, officers and consultants that may be resold by the selling stockholders using this reoffer prospectus. Nukkleus will only receive limited cash proceeds if stock options are exercised for cash; it will not receive proceeds from resale of shares by the selling stockholders.

The selling stockholders may dispose of their shares over time through various methods, including ordinary brokerage trades, block trades, privately negotiated transactions, exchange distributions and short sales entered into after the registration statement is declared effective. Nukkleus’s common stock trades on the Nasdaq Capital Market under the symbol “NUKK”, and the closing price on November 21, 2025 was $4.32 per share.

Nukkleus Inc. filed a current report to note that it issued a press release on November 25, 2025, which is attached as Exhibit 99.1. The report classifies this under an "Other Events" section, meaning the company is formally making investors aware of information contained in that press release.

The filing also lists Nukkleus’ securities that trade on The Nasdaq Global Market, including its common stock under the symbol NUKK and warrants under NUKKW, each exercisable for one share of common stock at $92.00 per share. The company states that the press release and related exhibit are being furnished rather than filed, which affects how they are treated under securities law liability provisions.

Nukkleus Inc. is asking stockholders to approve several major share issuance proposals tied to a transformational acquisition and new financing tools. The centerpiece is the Star Agreement, under which Nukkleus would acquire 100% of Star 26 Capital for consideration including $21,000,000 (a $16,000,000 12‑month note and $5,000,000 cash, less prior loans), 4,770,340 shares of common stock, a five‑year warrant for 12,017,648 shares at $1.50, an additional $3,000,000 in cash and a $3,000,000 six‑month note at 8% interest.

At the record date there were 16,645,766 common shares outstanding; the Star equity holders would own 28.7% of these shares after closing and could hold 50.2% of the post‑transaction shares if they fully exercise the Star Warrant. Other proposals seek approval for the exercise of existing warrants for 3,191,400 shares at $5.405, for issuing shares above Nasdaq’s 20% cap under a $250,000,000 equity line of credit with Esousa, and for issuing shares above a similar cap upon conversion of Series A preferred stock initially convertible into 2,044,800 common shares.

Nukkleus Inc. (NUKK) reported an insider equity award on Form 4. A company director received 5,000 shares of common stock on 11/13/2025. The shares, with a stated price of $0 per share, were issued under the company’s 2025 Equity Incentive Plan as consideration for services rendered to Nukkleus Inc.

Following this grant, the reporting person beneficially owns 15,000 shares of Nukkleus common stock in direct ownership. The filing is made by a single reporting person in their capacity as a director of the company.