Core Viewpoint - Nukkleus Inc. is strategically positioned to benefit from the significant expansion of the Iron Dome missile defense system, particularly through its acquisition of Rimon, a key supplier in this sector [1][3][7]. Industry Developments - Israel's Ministry of Defense has signed a landmark procurement agreement with Rafael Advanced Defense Systems to accelerate the production of Iron Dome interceptors, funded primarily by an $8.7 billion U.S. defense assistance package, which includes $5.2 billion specifically for air-defense systems [2]. - The Iron Dome expansion is one of the largest production investments in its history, indicating a strong commitment to enhancing Israel's defense capabilities [2]. Company Strategy - Nukkleus, through its controlling stake in Star 26 Capital Inc., is in the process of acquiring Rimon, which has established partnerships with major defense integrators like Rafael and Elbit Systems [3]. - The company anticipates a significant increase in demand for Rimon's manufacturing capabilities as production ramps up in response to the new contract [3][4]. Growth Outlook - Rimon is preparing to scale its operations starting in 2026 to meet the expanding production requirements driven by heightened regional threats and the need to replenish interceptor stockpiles [4][5]. - The urgency to expand air-defense capacity is emphasized by rising tensions in the region, particularly concerning potential confrontations with Iran [5]. U.S.-Israel Cooperation - The initiative aligns with expanded U.S.-Israel industrial cooperation, including production at the new R2S facility in Camden, Arkansas, which recently secured a $1.25 billion contract for Tamir interceptor manufacturing [6]. Company Vision - Nukkleus aims to integrate operational capabilities and financial discipline to modernize and expand strategic suppliers in the defense sector, focusing on Tier 2 and Tier 3 companies that are crucial to national security infrastructure [8][9].

Core Insights - Nukkleus Inc. is positioning itself as a significant player in the aerospace and defense industry by showcasing innovative technologies at Milipol Paris 2025, emphasizing its commitment to enhancing defense and security operations through AI and advanced technologies [2][5]. Company Overview - Nukkleus Inc. focuses on acquiring and developing high-potential businesses within the aerospace and defense sector, targeting Tier 2 and Tier 3 companies that are essential to national security infrastructure in the U.S., Israel, and Europe [5][6]. - The company employs a proprietary capital model that integrates operational capabilities, financial discipline, and long-term vision to modernize and expand strategic suppliers, supporting dual-use innovation and resilient supply chains [5][6]. Event Participation - Nukkleus will exhibit at Milipol Paris 2025 from November 18-21, expecting over 1,100 exhibitors from 160 countries, highlighting its growing influence in the global A&D industry [2][3]. - The exhibit will feature live demonstrations from Zorronet and representatives from partner companies will be available for interviews and briefings [4]. Strategic Collaborations - Nukkleus is collaborating with several companies to showcase integrated capabilities that enhance modern defense and security infrastructure, including: - **Tiltan Software Engineering Ltd.**: Specializes in real-time 3D geospatial intelligence and AI-driven defense applications [6]. - **Zorronet Ltd.**: Develops AI-powered defense networks for real-time threat detection and response [6]. - **Scanary Ltd.**: Provides AI-powered security solutions for checkpoint-free screening using radar imaging [6]. - **Positech Ltd.**: Engineers precision motion systems for enhanced targeting and sensor performance across various domains [6]. Leadership Statement - The CEO of Nukkleus, Menny Shalom, emphasized the company's emerging role in the global defense landscape, leveraging partner strengths to deliver integrated capabilities across multiple domains [5].

As filed with the U.S. Securities and Exchange Commission on November 6, 2025. Registration No. 333-290917 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ SC II Acquisition Corp. (Exact name of registrant as specified in its charter) _________________________________ | Cayman Islands | 6770 | 98-1876716 | | --- | --- | --- | | (State ...

Core Viewpoint - Nukkleus, Inc. has announced its majority ownership of the sponsor of a newly formed SPAC, SC II Acquisition Corp, which has filed for an IPO to raise $150 million [1][2]. Group 1: Company Overview - Nukkleus, Inc. is the majority owner of SC II Acquisition Corp, a newly formed SPAC [1]. - Menachem Shalom, the CEO of Nukkleus, is expected to serve as the CEO of SC II [3]. Group 2: IPO Details - SC II intends to raise $150 million through the sale of units, with each unit priced at $10.00, consisting of one Class A ordinary share and a right to receive one-fifth of a Class A ordinary share upon a business combination [2]. - The underwriters will have an option to purchase an additional $22.5 million of units in the proposed IPO [2]. - SC II plans to list its units on the Nasdaq Global Market under the symbol "SCIIU" [2]. Group 3: Regulatory Information - A registration statement on Form S-1 has been filed with the SEC but is not yet effective, meaning securities cannot be sold or offers accepted until it becomes effective [4]. - The preliminary prospectus related to the offering will be available from D. Boral Capital LLC [3].

Core Viewpoint - Nukkleus Inc. has strengthened its balance sheet through a recent private placement and a $250 million line of equity, positioning the company for continued growth and compliance with Nasdaq standards [1][2][3]. Financial Position - The recent $10 million PIPE and $250 million equity line significantly enhance the company's market capitalization and financial flexibility, allowing for strategic acquisitions in the Aerospace and Defense sector [1][4]. - Nukkleus has regained full compliance with Nasdaq's minimum market capitalization requirement, which is expected to improve its visibility and credibility in the investment community [2][3]. Strategic Growth - The private placement is anticipated to accelerate Nukkleus' strategic acquisition program and support its expansion plans in Europe, enabling the identification and scaling of high-potential businesses [4][5]. - The company aims to build a diversified, innovation-driven A&D platform that generates sustainable growth and measurable returns for shareholders [4][6]. Market Positioning - Nukkleus' inclusion in the Russell Microcap Index is expected to attract enhanced analyst coverage, providing greater market transparency and research support for investors [2][3]. - The company focuses on acquiring and scaling mission-critical suppliers in the defense, aerospace, and advanced manufacturing sectors, targeting Tier 2 and Tier 3 companies [6][7].

Group 1: Stripe's Share Repurchase - Stripe is in discussions to repurchase shares from its venture capital backers at a valuation of $106.7 billion, allowing early investors to cash out their stakes [1][6] - The talks indicate Stripe's commitment to managing its shareholder base while maintaining its market valuation [6] Group 2: Amazon's AI Coding Assistant - Amazon's new AI coding assistant, Q, is trailing behind competitors like Microsoft's GitHub Copilot and OpenAI's Codex in terms of revenue [2][7] - Despite Amazon's resources, Q has not generated the anticipated revenue, and users have noted a lack of features compared to other coding assistants [7] Group 3: Nukkleus Inc. Acquisition - Nukkleus Inc. has signed an Amended and Restated Securities Purchase Agreement to acquire 100% of Star 26 Capital, which is expected to strengthen its market position [4][8] - The CEO of Nukkleus emphasized that the acquisition is about creating a robust ecosystem of complementary technologies, aiming to build long-term value for shareholders [5]

Core Viewpoint - Nukkleus Inc. has entered into a definitive agreement for a $250 million equity line with Esousa Holding Group to support its expansion into next-generation defense technologies, including AI-enabled navigation and advanced drone platforms [1][5]. Financing Structure - The equity line allows Nukkleus to sell up to $250 million of common stock over a 36-month period at its discretion, subject to customary conditions and volume caps [3]. - This financing structure provides the company with control over capital drawdown, aligning funding with deal timing and program milestones [2][6]. Regulatory Considerations - Nukkleus cannot access the equity line until a registration statement for the resale of underlying shares is filed and declared effective by the U.S. Securities and Exchange Commission [4]. Strategic Intent - The equity line is positioned as a complement to a recently disclosed $10 million capital raise and is intended to support a robust mergers and acquisitions pipeline [4][5]. - The company aims to deepen its exposure to high-value segments of the aerospace and defense market, with a commitment to building a leading platform in advanced aerospace technologies and next-generation defense solutions [5]. Market Reaction - Following the announcement, Nukkleus shares increased by 4.75%, trading at $6.065 [6].

Core Viewpoint - Nukkleus Inc. has entered into a definitive agreement for a $250 million equity line with Esousa Holding Group to support its expansion into next-generation defense technologies, including AI-enabled navigation and advanced drone platforms [1][5]. Financing Structure - The equity line allows Nukkleus to sell up to $250 million of common stock over a 36-month period at its discretion, subject to customary conditions and volume caps [3]. - This financing structure provides the company with control over capital draw timing, aligning funding with deal timing and program milestones [2][6]. Regulatory Considerations - Nukkleus cannot access the equity line until a registration statement for the resale of underlying shares is filed and declared effective by the U.S. Securities and Exchange Commission [4]. Strategic Intent - The equity line is positioned as a complement to a recently disclosed $10 million capital raise and is intended to support a robust mergers and acquisitions pipeline [4][5]. - The company aims to deepen its exposure to high-value segments of the aerospace and defense market, with a commitment to building a leading platform in advanced aerospace technologies and next-generation defense solutions [5]. Market Reaction - Following the announcement, NUKK shares increased by 4.75%, trading at $6.065 [6].

Core Viewpoint - Nukkleus Inc. has secured a $250 million Equity Line with Esousa Holding Group LLC to support its strategic growth initiatives in the Aerospace and Defense industry, particularly focusing on mergers and acquisitions [1][2][4]. Financial Agreement - The agreement allows Nukkleus to access significant long-term capital, providing financial flexibility to fund its M&A pipeline and control the timing and scale of financing [2][3]. - Nukkleus can sell up to $250 million in common stock over a 36-month period, with the ability to draw down funds at its discretion, limited to 20% of the company's trading volume during that time [3][4]. Strategic Growth Initiatives - The capital raised will support the expansion of Nukkleus's portfolio in next-generation multi-domain defense solutions, including AI-based navigation systems and advanced drone platforms [2][3]. - Recent strategic acquisitions have been aimed at enhancing Nukkleus's exposure to high-value segments within the Aerospace and Defense industry [4]. Company Overview - Nukkleus focuses on acquiring and scaling mission-critical suppliers in the defense, aerospace, and advanced manufacturing sectors, targeting Tier 2 and Tier 3 companies [6]. - The company's approach combines organic growth with disciplined M&A, positioning it at the core of 21st-century defense industrial strategy [7].

Core Viewpoint - The acquisition of Star 26 Capital Inc. by Nukkleus Inc. is aimed at enhancing operational efficiencies, economies of scale, and accelerating technology development in the Aerospace and Defense sectors, positioning Nukkleus as a leader in critical industries [2][6]. Group 1: Acquisition Details - Nukkleus has signed an Amended and Restated Securities Purchase Agreement to acquire 100% of Star 26, initially announced as a 51% stake in December 2024, pending shareholder approval [2][8]. - The delay in closing has allowed both companies to expand their portfolios and operational strengths significantly [2][3]. Group 2: Strategic Benefits - The acquisition will enable Nukkleus to deliver integrated Aerospace and Defense solutions by combining its subsidiaries in AI, UAV systems, and GNSS technologies with Star 26's expertise in advanced power systems and command & control platforms [3][5]. - The integration is expected to create synergies, allowing for shared resources, streamlined supply chains, and enhanced international distribution channels, leading to reduced costs and faster time-to-market for defense solutions [5][6]. Group 3: Portfolio Expansion - Star 26 has made strategic acquisitions, including Rimon, a supplier for the Iron Dome, and a 67% stake in Water.io, which will enhance Nukkleus's portfolio in AI, UAVs, and overall defense infrastructure [4][6]. - The combined portfolio aims to foster collaboration across various fields, linking software and systems integration with proven hardware capabilities [3][4]. Group 4: Long-term Vision - The acquisition reflects Nukkleus's commitment to building a robust ecosystem of complementary technologies, aiming to create long-term value for shareholders [7][9]. - The company targets Tier 2 and Tier 3 suppliers that are essential to national security infrastructure in the US, Israel, and Europe, supporting dual-use innovation and resilient supply chains [8][9].