Welcome to our dedicated page for Nukkleus SEC filings (Ticker: NUKK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nukkleus Inc. (NASDAQ: NUKK) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents are central to understanding how Nukkleus structures and finances its acquisitions, manages its capital, and consolidates its growing portfolio of defense, aerospace, and advanced manufacturing businesses.
Through current reports on Form 8‑K, Nukkleus details material events such as the completion of its acquisition of Tiltan Software Engineering Ltd., including the purchase price structure, secured promissory note, escrowed common stock, and pledge of the acquired shares. Other 8‑K filings describe shareholder approvals for the acquisition of Star 26 Capital Inc., the issuance of common stock and warrants, and the establishment of a $250 million equity line. Additional 8‑Ks cover the pricing and closing of SC II Acquisition Corp.’s SPAC IPO, where an indirect Nukkleus subsidiary acts as sponsor and Nukkleus’ CEO serves as SC II’s chief executive officer.
Nukkleus’ registration statements on Form S‑1 provide further detail on its capital structure. One S‑1 explains the resale registration of shares issuable upon conversion of Series A Convertible Preferred Stock and the exercise of common stock purchase warrants issued in a private placement. Another S‑1 describes the committed equity financing arrangement with Esousa Group Holdings, LLC, including the mechanics of selling common stock over time under the Common Stock Purchase Agreement and the associated commitment shares.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight key terms, such as conversion prices, warrant exercise mechanics, voting results from special and annual meetings, and conditions related to Nasdaq Listing Rules. Users can quickly see how Nukkleus reports acquisitions like Tiltan and Star 26, how it discloses direct financial obligations and pledge agreements, and how equity-linked instruments may affect future common stock issuance. The filings page also provides a structured view of proxy statements, including the DEF 14A describing the Star 26 transaction and related share issuance proposals.
For investors tracking insider and ownership-related information, the NUKK filings set out voting outcomes, equity incentive plan approvals, and the roles of key shareholders and affiliates in transactions such as the Star 26 acquisition and the SC II sponsorship. By combining real-time EDGAR updates with AI explanations, the NUKK SEC filings page helps readers interpret complex legal and financial disclosures in the context of Nukkleus’ broader aerospace and defense acquisition strategy.
Nukkleus Inc. insider Anastasiia Kotaieva reported a series of open-market sales of the company’s common stock. On 12/22/2025, 30,000 shares were sold at a weighted average price of $4.4146 per share. On 12/23/2025, 70,000 shares were sold at a weighted average of $4.5726 per share. On 12/24/2025 and 12/26/2025, 55,604 shares were sold on each date at weighted average prices of $4.4894 and $4.2629, respectively.
After these transactions, Kotaieva beneficially owned 1,149,989 Nukkleus shares, held indirectly through X Group Fund of Funds Limited Partnership, which she owns. The filing notes she is a former director and 10% shareholder, and that each reported price reflects multiple trades within a disclosed price range.
Nukkleus Inc. closed its acquisition of Israeli company Tiltan Software Engineering Ltd. on December 30, 2025 for total consideration of NIS 47,600,000 (approximately $14,000,000). The price is split into a Cash Portion of NIS 35,700,000 (approximately $10,500,000) and a Stock Portion of NIS 11,900,000 (approximately $3,500,000).
At closing, Nukkleus deposited 2,000,000 shares of common stock into escrow. On June 29, 2026, the seller is to receive shares equal in value to 25% of the purchase price, with any excess escrowed shares cancelled or, if needed, topped up with additional shares or cash. The remaining cash payments of NIS 29,750,000 (approximately $8,750,000) are evidenced by a secured promissory note, payable in five installments through June 29, 2026 and backed by a pledge over all Tiltan shares. The seller also receives a pre-closing dividend of NIS 3,236,088 during 2026, and is bound by non-compete and non-solicitation covenants through June 2027.
Nukkleus Inc. filed a current report to note that it released a press release on December 17, 2025, which is furnished as Exhibit 99.1 under an "Other Events" disclosure. The company’s common stock and warrants, each exercisable for one share of common stock at $92.00 per share, are listed on The Nasdaq Global Market.
Nukkleus Inc. has filed a resale registration covering up to 13,090,500 shares of common stock, consisting of 5,112,000 shares issuable upon conversion of Series A Convertible Preferred Stock and 7,978,500 shares issuable upon exercise of common warrants. These securities were issued in a September 2025 private placement of 200 preferred units for $10,000,000 of gross proceeds. All registered shares may be sold from time to time by the selling stockholders, and the company will not receive proceeds from their sales, though it could receive up to about $17,250,000 if all common warrants are exercised for cash.
Nukkleus reports 16,645,766 shares outstanding as of December 15, 2025, and 29,736,266 shares assuming full preferred conversion and warrant exercise. Risk factors highlight potential dilution of up to about 31.9% of current outstanding shares from this financing, heavy reliance on resale of a large portion of the public float, and substantial business uncertainty as the company pivots from financial technology to a defense-focused strategy built around acquiring Star 26 Capital and Israeli defense distributors, amid going-concern and execution risks.
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.