4//SEC Filing
Nukkleus Inc. 4
Accession 0001213900-25-116777
$NUKKCIK 0002076739operating
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 5:20 PM ET
Size
14.8 KB
Accession
0001213900-25-116777
Insider Transaction Report
Form 4
SC Capital II Sponsor LLC
10% Owner
Transactions
- Purchase
Class A ordinary shares
2025-11-28$10.00/sh+255,000$2,550,000→ 255,000 total - Purchase
Right to receive one-fifth of one Class A ordinary share
2025-11-28+255,000→ 7,443,857 total→ Class A Ordinary Shares (51,000 underlying)
Nukkleus Defense Technologies, Inc.
10% Owner
Transactions
- Purchase
Class A ordinary shares
2025-11-28$10.00/sh+255,000$2,550,000→ 255,000 total - Purchase
Right to receive one-fifth of one Class A ordinary share
2025-11-28+255,000→ 7,443,857 total→ Class A Ordinary Shares (51,000 underlying)
Nukkleus Inc.
10% Owner
Transactions
- Purchase
Class A ordinary shares
2025-11-28$10.00/sh+255,000$2,550,000→ 255,000 total - Purchase
Right to receive one-fifth of one Class A ordinary share
2025-11-28+255,000→ 7,443,857 total→ Class A Ordinary Shares (51,000 underlying)
Shalom Menachem
DirectorCEO
Transactions
- Purchase
Class A ordinary shares
2025-11-28$10.00/sh+255,000$2,550,000→ 255,000 total - Purchase
Right to receive one-fifth of one Class A ordinary share
2025-11-28+255,000→ 7,443,857 total→ Class A Ordinary Shares (51,000 underlying)
Footnotes (4)
- [F1]Reflects the 255,000Class A ordinary shares of SC II Acquisition Corp. (the "Issuer") that are included in the 255,000 private placement units of the Issuer purchased by SC Capital II Sponsor LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
- [F2]The Sponsor is the record holder of the 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 CEO and a director of each of the Issuer, the Managing Member and Nukkleus. Mr. Shalom serves as the CEO and sole director of the Managing Member at the discretion of the Board of Directors of Nukkleus. Mr. Shalom, solely in his capacity as CEO and sole director of the Managing Member, has voting and dispositive control over the Class A ordinary shares and 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.
- [F3]Represents the 51,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 255,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-fifth (1/5) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights.
- [F4]Represents (i) the 51,000 Class A ordinary shares referred to in footnotes 1 and 3 and (ii) 7,392,857 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.
Documents
Issuer
SC II Acquisition Corp.
CIK 0002076739
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001787518
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 5:20 PM ET
- Size
- 14.8 KB