Nukkleus Inc. (NASDAQ:NUKK) priced its newly formed special purpose acquisition company, SC II Acquisition Corp., at $10.00 per unit on November 26, 2025. The pricing will raise gross proceeds of $150 million through the sale of units, each consisting of one Class A ordinary share and a right to receive one‑fifth of a Class A ordinary share upon consummation of a business combination. The offering is expected to close on or about November 28, 2025, and an additional $22.5 million of units are available under an underwriter option. The SC II units will trade on the Nasdaq Global Market under the ticker “SCIIU.”
The $10.00 unit price is a standard benchmark for SPACs and reflects the market’s assessment of the company’s ability to identify and acquire a suitable defense or aerospace target. The unit structure provides investors with a direct equity stake and a small participation in the future business combination, aligning the interests of the SPAC sponsors and the underlying company. The underwriter option gives Nukkleus flexibility to raise up to $172.5 million if demand exceeds the initial offering, giving the company additional capital‑raising capacity without further dilution of existing shareholders.
Nukkleus is using the SPAC proceeds to accelerate its pivot from legacy fintech operations to a defense and aerospace supply‑chain focus. The capital will be deployed toward pending acquisitions of Star 26 Capital, valued at $21 million, and Tiltan Software, valued at $14 million. Star 26 Capital owns a stake in Rimon, a supplier of components for Israel’s Iron Dome missile‑defense system, while Tiltan Software is an Israeli AI firm specializing in defense and aerospace solutions. These acquisitions are intended to broaden Nukkleus’s product portfolio, deepen its presence in high‑growth defense markets, and create synergies with its existing technology assets.
The SPAC raise also addresses a working‑capital deficit that has been a concern for the company. In addition to the $150 million from the SPAC, Nukkleus has secured a $250 million equity line of credit to support its M&A pipeline. The combination of the SPAC proceeds and the credit facility provides the company with the liquidity needed to pursue acquisitions without relying on debt financing, thereby preserving balance‑sheet health during the transition to a defense‑centric business model.
Management emphasized the strategic rationale behind the SPAC. CEO Menachem Shalom said the joint venture “aligns with Nukkleus’ mission to grow high‑impact businesses in strategic sectors, specifically the A&D sector.” He also noted that the $250 million facility “provides us with the necessary flexible resources to move quickly on accretive opportunities that expand our capabilities and global footprint.” Investors reacted with mixed sentiment, reflecting both enthusiasm for the capital‑raising opportunity and caution about the company’s working‑capital position and the execution risk of its aggressive acquisition strategy.
The SPAC pricing signals confidence in Nukkleus’s ability to identify and close a suitable defense or aerospace target. By raising capital at the SPAC level, the company can pursue acquisitions without immediate dilution of existing shareholders, while the underwriter option offers additional upside if demand is strong. The focus on defense and aerospace supply‑chain assets positions Nukkleus to benefit from rising geopolitical tensions and a growing global defense market, particularly in AI‑driven technologies and supply‑chain resilience. The combination of a robust capital raise, strategic acquisitions, and a clear pivot to high‑growth defense markets underscores the company’s commitment to transforming its business model and creating long‑term shareholder value.
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