SEC Form 3 filed by new insider Sc Capital Ii Sponsor Llc
$NUKK
Professional Services
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/25/2025 |
3. Issuer Name and Ticker or Trading Symbol
SC II Acquisition Corp. [ SCII ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares(1) | (1) | (1) | Class A Ordinary Shares | 7,392,857(2) | (1) | D(2)(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. 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. |
| 2. 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. |
| 3. 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. |
| /s/ Menachem Shalom as Authorized Signatory of SC Capital II Sponsor LLC | 11/25/2025 | |
| /s/ Menachem Shalom as CEO of Nukkleus Defense Technologies, Inc., the managing member of the Sponsor | 11/25/2025 | |
| /s/ Menachem Shalom as CEO of Nukkleus, Inc. | 11/25/2025 | |
| /s/ Menachem Shalom | 11/25/2025 | |
| ** 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 5 (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. | ||