Large owner Sc Capital Ii Sponsor Llc bought $2,550,000 worth of Class A ordinary shares (255,000 units at $10.00) (SEC Form 4)
$NUKK
Professional Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SC II Acquisition Corp. [ KCHV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A ordinary shares | 11/28/2025 | P | 255,000(1) | A | $10 | 255,000 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Right to receive one-fifth of one Class A ordinary share | (3) | 11/28/2025 | P | 255,000(3) | (3) | (3) | Class A Ordinary Shares | 51,000(3) | (3) | 7,443,857(4) | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| /s/ Menachem Shalom, as Authorized Signatory of SC Capital II Sponsor LLC | 12/01/2025 | |
| /s/ Menachem Shalom, as CEO of Nukkleus Defense Technologies, Inc., the managing member of the Sponsor | 12/01/2025 | |
| /s/ Menachem Shalom, as CEO of Nukkleus, Inc. | 12/01/2025 | |
| /s/ Menachem Shalom | 12/01/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||