3//SEC Filing
Nukkleus Inc. 3
Accession 0001213900-25-114971
$NUKKCIK 0002076739operating
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 8:37 PM ET
Size
11.7 KB
Accession
0001213900-25-114971
Insider Transaction Report
Form 3
SC Capital II Sponsor LLC
10% Owner
Holdings
Class B Ordinary Shares
→ Class A Ordinary Shares (7,392,857 underlying)
Nukkleus Defense Technologies, Inc.
10% Owner
Holdings
Class B Ordinary Shares
→ Class A Ordinary Shares (7,392,857 underlying)
Nukkleus Inc.
10% Owner
Holdings
Class B Ordinary Shares
→ Class A Ordinary Shares (7,392,857 underlying)
Shalom Menachem
DirectorCEO
Holdings
Class B Ordinary Shares
→ Class A Ordinary Shares (7,392,857 underlying)
Footnotes (3)
- [F1]As described in the registration statement on Form S-1 (File No. 333-290917) of SC II Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
- [F2]These shares represent the Class B ordinary shares held by SC Capital II Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 964,286 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
- [F3]The Sponsor is the record holder of the Class B ordinary 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 Chief Executive Officer and a director of the Issuer, is the Chief Executive Officer and sole director of the Managing Member and is the Chief Executive Officer and a director of Nukkleus. Mr. Shalom serves as the Chief Executive Officer and sole director of the Managing Member at the discretion of the Board of Directors of Nukkleus. Mr. Shalom, solely in his capacity as Chief Executive Officer and sole director of the Managing Member, has voting and dispositive control over the 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.
Documents
Issuer
SC II Acquisition Corp.
CIK 0002076739
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001787518
Filing Metadata
- Form type
- 3
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 8:37 PM ET
- Size
- 11.7 KB