Sec Form 4 Filing - SC Capital II Sponsor LLC @ SC II Acquisition Corp. - 2025-11-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SC Capital II Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
SC II Acquisition Corp. [ KCHV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
575 FIFTH AVENUE, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/28/2025
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC Capital II Sponsor LLC
575 FIFTH AVENUE, 14TH FLOOR
NEW YORK, NY10017
X
Nukkleus Defense Technologies, Inc.
575 FIFTH AVENUE, 14TH FLOOR
NEW YORK, NY10017
X
Nukkleus Inc.
575 FIFTH AVENUE, 14TH FLOOR
NEW YORK, NY10017
X
Shalom Menachem
575 FIFTH AVENUE, 14TH FLOOR
NEW YORK, NY10017
X CEO
Signatures
/s/ Menachem Shalom, as Authorized Signatory of SC Capital II Sponsor LLC 12/01/2025
Signature of Reporting Person Date
/s/ Menachem Shalom, as CEO of Nukkleus Defense Technologies, Inc., the managing member of the Sponsor 12/01/2025
Signature of Reporting Person Date
/s/ Menachem Shalom, as CEO of Nukkleus, Inc. 12/01/2025
Signature of Reporting Person Date
/s/ Menachem Shalom 12/01/2025
Signature of Reporting Person Date
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.

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