8-K: Nukkleus-Sponsored SPAC SC II Prices $150M IPO

Nukkleus Inc. announced the pricing of the initial public offering for its corporate-sponsored SPAC, SC II Acquisition Corp., raising $150 million.

Summary

• Nukkleus Inc. announced the pricing of the Initial Public Offering (IPO) for SC II Acquisition Corp. (SC II), a newly formed Special Purpose Acquisition Company (SPAC).
• SC II, an indirect subsidiary of Nukkleus, priced 15,000,000 units at $10.00 per unit, generating gross proceeds of $150,000,000.
• Each unit consists of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon the consummation of SC II's initial business combination.
• Underwriters have an option to purchase up to an additional 2,250,000 units, which could generate up to $22.5 million in additional gross proceeds.
• The IPO is expected to close on or about November 28, 2025, with units listed on Nasdaq Global Market under the symbol SCIIU.
• SC Capital II Sponsor LLC, a majority-owned indirect subsidiary of Nukkleus, is the sponsor of SC II.
• The Sponsor will simultaneously acquire 255,000 Sponsor Units at $10.00 per unit in a private placement.
• Menachem Shalom, Chief Executive Officer of Nukkleus, also serves as Chief Executive Officer of SC II.

Sentiment

Score: 7

Explanation: The successful pricing of a significant IPO for a corporate-sponsored SPAC is a positive development, demonstrating market access and a new strategic vehicle for Nukkleus. While SPACs carry inherent risks, the immediate outcome is favorable.

Positives

• Successful pricing of a $150 million IPO for SC II, a corporate-sponsored SPAC, indicating market confidence and access to capital.
• Potential for additional $22.5 million through the underwriters' over-allotment option.
• Nukkleus maintains a majority interest in the sponsor, SC Capital II Sponsor LLC, providing strategic control and potential financial upside from SC II's future business combination.
• The IPO provides a new vehicle for Nukkleus to pursue its strategy of acquiring and scaling businesses in the aerospace and defense industry.

Risks

• Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.
• Uncertainty regarding the exercise of the overallotment option by the underwriters.
• Uncertainty regarding the prospects of completing a future business combination for SC II.

Future Outlook

The filing indicates that SC II's IPO is expected to close on or about November 28, 2025. It also mentions the potential for underwriters to exercise an over-allotment option and the future prospect of SC II completing an initial business combination, which is a core objective for a SPAC.

Management Comments

• Nukkleus, Inc., a strategic acquirer and developer of high-potential businesses in the aerospace and defense (A&D) industry, announced the pricing of the initial public offering of the newly formed special purpose acquisition company, SC II Acquisition Corp., for which the Company is the majority owner of SC II's sponsor.
• Menachem Shalom, Chief Executive Officer of Nukkleus, serves as the Chief Executive Officer of SC II.

Industry Context

The launch of SC II, a corporate-sponsored SPAC focused on aerospace and defense (A&D), aligns with a broader trend of strategic investments in critical national security infrastructure. Nukkleus's stated focus on Tier 2 and Tier 3 suppliers in the U.S., Israel, and Europe positions it within the supply chain resilience and modernization efforts prevalent in the A&D sector. The use of a SPAC structure provides a flexible capital model for targeted acquisitions in this specialized industry.

Comparison to Industry Standards

• The pricing of SC II's units at $10.00 per unit is standard for SPAC IPOs, reflecting the typical initial offering price for such vehicles.
• The inclusion of one-fifth of a Class A ordinary share right per unit upon business combination is a common structure in SPACs, offering a fractional share as an incentive.
• The grant of an over-allotment option to underwriters (Greenshoe option) is a standard practice in IPOs, including SPACs, to manage demand and price stability.
• The private placement of sponsor units at the IPO price is also a standard component of SPAC formation, aligning the sponsor's interests with public shareholders.

Management Changes

Corporate Governance

Related Party Transactions

• SC Capital II Sponsor LLC, an indirect subsidiary of Nukkleus Inc. (in which Nukkleus holds a majority interest), is acting as the sponsor of SC II.
• The Sponsor will acquire 255,000 Units at $10.00 per unit from SC II in a private placement simultaneously with the IPO closing.
• Menachem Shalom, CEO of Nukkleus, also serves as CEO of SC II.

Stakeholder Impact

• Shareholders (Nukkleus): Potential for value creation through SC II's future business combination, as Nukkleus holds a majority interest in the sponsor.
• Investors (SC II): Opportunity to invest in a SPAC targeting the aerospace and defense sector, with the expectation of a future business combination.
• Management: Menachem Shalom's dual role as CEO of both Nukkleus and SC II indicates strategic alignment and oversight.

Next Steps

• Expected closing of SC II's IPO on or about November 28, 2025.
• Potential exercise of the over-allotment option by underwriters.
• SC II will seek to consummate an initial business combination.

Key Dates

Recommendation

The successful pricing of the SC II SPAC IPO is a positive operational development for Nukkleus, demonstrating its ability to leverage capital markets for strategic expansion in the A&D sector. However, the direct financial impact on Nukkleus's core business and share price is indirect and contingent on SC II's future success in identifying and completing a business combination. While it provides a new avenue for growth, the inherent risks of SPACs and the early stage of this venture suggest a 'hold' recommendation until more concrete details about SC II's acquisition targets or progress emerge.

Keywords

Nukkleus Inc., SC II Acquisition Corp., SPAC, Initial Public Offering, IPO, Aerospace and Defense, A&D, Nasdaq, SCIIU, NUKK, Special Purpose Acquisition Company, Corporate-Sponsored SPAC