As filed with the Securities and Exchange Commission on December 17, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 575 Fifth Ave., 14th Floor New ...

(Exact name of registrant as specified in its charter) As filed with the Securities and Exchange Commission on December 17, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. Menachem Shalom Nukkleus Inc. Chief Executive Officer 575 Fifth Ave., 14th Floor New York, New York 10017 (212) 791-4663 (Name, address, including zip code, and telephone number, including area code, of agent ...

Financial Performance - The net loss from continuing operations for the three months ended September 30, 2025, was $16,305,228, compared to a loss of $1,216,986 for the same period in 2024[22]. - Total revenues for the nine months ended September 30, 2025, were $0, consistent with the same period in 2024[22]. - The company reported a comprehensive loss of $16,151,343 for the three months ended September 30, 2025, compared to a comprehensive income of $4,320,730 for the same period in 2024[24]. - The basic net loss per common share for the three months ended September 30, 2025, was $(2.02), compared to earnings of $2.18 for the same period in 2024[24]. - The company reported a net loss of $16,365,492 for the three months ending September 30, 2025[26]. - The net income from continuing operations for the nine months ended September 30, 2025, was $90,072,207, contrasting with a net loss of $4,570,383 for the same period in 2024[30]. - The company experienced a net cash used in operating activities of $5,199,446 for the nine months ended September 30, 2025, compared to $3,212,291 for the same period in 2024[30]. - Total other (expense) income, net for the three months ending September 30, 2025, was $(11,533,653), a significant increase in losses compared to $(28,300) in 2024[213]. Assets and Liabilities - Total assets increased to $13,287,908 as of September 30, 2025, compared to $9,109,284 as of December 31, 2024, representing a growth of approximately 46.5%[19]. - Current liabilities decreased significantly from $171,450,366 in December 31, 2024, to $43,630,885 as of September 30, 2025, a reduction of about 74.6%[19]. - The accumulated deficit increased to $(111,464,507) as of September 30, 2025, from $(201,075,743) as of December 31, 2024[20]. - The total stockholders' deficit improved to $(30,417,971) as of September 30, 2025, from $(163,350,109) as of December 31, 2024, indicating a positive change in financial position[20]. - The total stockholders' deficit as of September 30, 2025, was $30,417,971, reflecting a decrease from the previous period[26]. - The company had cash and cash equivalents of $7,611,465 as of September 30, 2025, compared to $6,897,697 as of December 31, 2024, reflecting an increase of approximately 10.4%[19]. - As of September 30, 2025, the company had cash of approximately $7,611,000 and a working capital deficit of approximately $30,512,000, indicating substantial doubt about its ability to continue as a going concern[47]. - The company incurred cash flow used in operating activities from continuing operations of approximately $4,944,000 for the nine months ended September 30, 2025[47]. Stock and Equity - The balance of common stock increased to 11,096,264 shares as of September 30, 2025, from 2,098,999 shares as of September 30, 2024[28]. - The Company issued common stock for services performed amounting to $750,000 during the nine months ended September 30, 2024[28]. - The Company issued 4,770,340 shares of common stock to Star Equity Holders and 12,017,648 stock purchase warrants with a five-year term at an exercise price of $1.50 per share[180]. - The Company established the 2025 Equity Incentive Plan, reserving 3,950,000 shares of common stock for issuance, subject to shareholder approval[157]. - The Company issued 310,000 shares of common stock in connection with a new joint venture agreement in September 2025[146]. - The Company issued 84,276 shares of common stock in May 2025 in connection with a cashless exercise of stock options[156]. - The Company had 6,497,072 warrants outstanding as of September 30, 2025, with a weighted average exercise price of $14.88[152]. - The Company had 837,625 public and private warrants outstanding as of September 30, 2025, with an average remaining contractual life of 0.42 years[152]. Acquisitions and Investments - In December 2024, the company entered into a Securities Purchase Agreement to acquire a controlling 51% interest in Star, an Israeli corporation, with plans to increase this to 100%[36]. - The Company acquired a controlling 100% interest in Star for $21,000,000, including a $16,000,000 promissory note and $5,000,000 in cash, along with shares and warrants[196]. - The Company plans to focus its business on the defense sector following the acquisition of Star, which will provide a controlling interest in a supplier of defense products[176]. - The Company will acquire 100% of Tiltan Software Engineering Ltd. for a total purchase price of NIS 47,600,000 (approximately $14 million) with 75% paid in cash and 25% in equity[202][203]. - The Company advanced a total of $4,500,000 to Star as of September 30, 2025, including $1,000,000 in December 2024 and an additional $3,500,000 during the nine months ended September 30, 2025[166]. Operating Expenses - Operating expenses for the three months ended September 30, 2025, totaled $4,771,575, up from $1,188,686 in the same period of 2024, marking an increase of approximately 301.5%[22]. - Professional fees surged by 688.6% to $4,359,640 for the three months ending September 30, 2025, primarily due to increased consulting fees[213][216]. - Compensation and related benefits rose by 333.1% to $230,988 for the three months ending September 30, 2025, reflecting anticipated increases due to pending acquisitions[213][217]. - Stock-based compensation for the nine months ended September 30, 2025, was $177,905, compared to $154,938 for the same period in 2024[30]. Legal and Regulatory Matters - The Company is subject to various legal proceedings and regulatory investigations, establishing accruals for potential losses when they become probable and can be reasonably estimated[170]. - The transaction is subject to regulatory approvals, including from the Israel Ministry of Defense, with hopes to close before the end of 2025[204]. Future Outlook - The Company expects to report revenue upon the closing of the Star and Tiltan acquisitions, anticipated by the end of Q4 2025[215]. - The Company plans to establish an employee retention and incentive program totaling NIS 2,500,000 for Tiltan employees[205].

Financial Performance - The net income for the three months ended June 30, 2025, was $3,018,589, compared to a net loss of $1,616,241 for the same period in 2024, marking a turnaround[22] - For the six months ended June 30, 2025, Nukkleus Inc. reported a net income of $106,376,728, compared to a net loss of $4,045,658 for the same period in 2024[29] - The company reported a comprehensive income of $2,895,376 for the three months ended June 30, 2025, compared to a comprehensive loss of $(1,621,849) for the same period in 2024[22] - Pre-tax net income from continuing operations for the six months ended June 30, 2025, was $106,377,435, compared to a pre-tax net loss of $3,353,397 for the same period in 2024[203] Assets and Liabilities - Total assets decreased from $9,109,284 on December 31, 2024, to $7,147,234 on June 30, 2025, representing a decline of approximately 21.5%[19] - Current liabilities significantly increased from $171,450,366 to $60,423,405, a reduction of about 64.7%[19] - The total stockholders' deficit improved from $(163,350,109) on December 31, 2024, to $(53,383,574) on June 30, 2025, indicating a positive change[20] - As of June 30, 2025, total current assets amounted to $2,256,993, significantly higher than $1,089,052 as of December 31, 2024[103] - Current liabilities increased to $4,901,164 as of June 30, 2025, compared to $3,162,509 as of December 31, 2024, representing a 55.0% rise[103] Cash Flow - The company experienced a net cash used in operating activities of $2,693,898 for the six months ended June 30, 2025, compared to $1,820,714 for the same period in 2024[29] - Net cash used in operating activities for the six months ended June 30, 2025, was approximately $2,694,000, compared to $1,821,000 for the same period in 2024[207] - Net cash used in investing activities was approximately $1,515,000 for the six months ended June 30, 2025, primarily for an advance payment to Star[210] - Net cash used in financing activities was approximately $878,000 for the six months ended June 30, 2025, which included a repayment of note payable of $78,000 and late registration penalties of $800,000[212] Stock and Equity - The weighted average common shares outstanding for basic shares increased from 1,792,610 in the six months ended June 30, 2024, to 5,246,945 in the same period of 2025[23] - The balance of common stock increased to 5,370,939 shares as of June 30, 2025, from 4,930,531 shares as of December 31, 2024[25] - The Company has authorized 150,000,000 shares of common stock, with 5,370,939 shares issued and outstanding as of June 30, 2025[131] - The Company issued 1,666,666 units in a private placement for $9,999,996, with each unit priced at $6.00[133] Operational Changes - The company ceased its general support service operations in January 2024 and shifted focus to payment services operations[34] - In November 2024, the company entered into a Settlement Agreement to sell its payment services subsidiary for GBP 1,000 (approximately $1,372)[34] - The company plans to acquire a controlling 51% interest in Star 26 Capital Inc., focusing on the defense sector[35] - The Company expects to report revenue upon the closing of the Star acquisition, anticipated to be completed by the end of the third quarter of 2025[197] Expenses - Operating expenses for the three months ended June 30, 2025, totaled $1,048,300, slightly higher than $1,029,373 in the same period of 2024[22] - Total operating expenses for the three months ended June 30, 2025, were $371,964, a decrease of 23.6% compared to $487,750 for the same period in 2024[104] - Professional fees decreased by approximately $144,000, or 16.3%, for the three months ended June 30, 2025, compared to the same period in 2024[198] - Compensation and related benefits increased by approximately $46,000, or 186.0%, for the three months ended June 30, 2025, compared to the same period in 2024[199] Discontinued Operations - The net loss from discontinued operations for the six months ended June 30, 2025, was $(400,707), an improvement from $(692,261) in the same period of 2024[22] - The planned disposition of the financial services operating segment has been classified as discontinued operations in the consolidated financial statements[100] - Net loss from discontinued operations decreased to $217,952 for Q2 2025 from $358,045 in Q2 2024, and for the six months ended June 30, 2025, it decreased to $400,707 from $692,261 in the same period of 2024[202] Going Concern - The company reported substantial doubt about its ability to continue as a going concern for at least one year from the issuance of the financial statements[48] - There is substantial doubt regarding the company's ability to continue as a going concern for twelve months from the issuance of the financial statements due to limited capital resources[206] Legal and Regulatory Matters - The Company is subject to various litigation and regulatory investigations, which are reviewed on an ongoing basis[160] - The Company has indemnity agreements with certain officers and directors, but the maximum potential exposure under these agreements cannot be determined[159]

As filed with the Securities and Exchange Commission on July 29, 2025. Registration No. 333-284880 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to the FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Menac ...

Financial Performance - The company reported a net income of $102,958,139 for the three months ended March 31, 2025, compared to a net loss of $2,429,417 for the same period in 2024[22]. - Basic net income per common share for continuing operations was $20.80 for Q1 2025, compared to a loss of $(1.19) for Q1 2024[22]. - For the three months ended March 31, 2025, the net income from continuing operations was approximately $103.14 million, compared to a net loss of approximately $2.10 million for the same period in 2024[28]. - Other income (expense), net, increased approximately $104,658,000, or 1,043,970.3%, for the three months ended March 31, 2025, primarily due to gains from changes in fair value of stock purchase warrant liabilities[177]. - Pre-tax net income from continuing operations was $103,140,894 for the three months ended March 31, 2025, compared to a pre-tax net loss of $2,095,201 for the same period in 2024[179]. Assets and Liabilities - Total assets decreased from $9,109,284 on December 31, 2024, to $8,601,827 on March 31, 2025, a decline of approximately 5.6%[19]. - Current liabilities significantly decreased from $171,450,366 to $64,709,245, representing a reduction of about 62.2%[19]. - The accumulated deficit improved from $(201,075,743) on December 31, 2024, to $(98,117,604) on March 31, 2025, indicating a reduction of approximately 51.2%[21]. - The total stockholders' deficit decreased from $(163,350,109) on December 31, 2024, to $(57,217,016) on March 31, 2025, a reduction of approximately 65%[21]. - As of March 31, 2025, total current assets were $2,127,120, an increase of 95.5% from $1,089,052 as of December 31, 2024[100]. - Total liabilities increased to $4,453,142 as of March 31, 2025, compared to $3,179,877 as of December 31, 2024, representing a rise of 40.0%[100]. Cash Flow and Operating Activities - The company incurred a cash flow used in operating activities from continuing operations of approximately $1.62 million for the three months ended March 31, 2025, compared to $174,899 for the same period in 2024[43]. - The company experienced a net cash used in operating activities of approximately $1.34 million for the three months ended March 31, 2025, compared to $1.12 million for the same period in 2024[28]. - Net cash used in operating activities was approximately $1,341,514 for the three months ended March 31, 2025, compared to $1,122,709 for the same period in 2024[183]. - Net cash flow used in investing activities was approximately $810,221 for the three months ended March 31, 2025, primarily due to an advance payment to Star of $800,000[186]. Business Strategy and Operations - The company plans to focus its business on the defense sector following the acquisition of a controlling 51% interest in Star 26 Capital Inc., which supplies defense products[33]. - The company plans to cease operations of its General Support Services operating segment, which meets the discontinued operations criteria[98]. - The Company entered into a Securities Purchase Agreement with Star 26 Capital Inc. to acquire a controlling 51% interest in Star for an aggregate investment of $21,000,000[153]. - The cash advances to be made by the Company to Star were increased from $1,800,000 to $3,000,000 as per Amendment No. 2 to the Star Agreement[160]. Stock and Equity - The company issued 83,332 shares of common stock from the exercise of pre-funded warrants, contributing $3,055,814 to additional paid-in capital[24]. - The weighted average common shares outstanding increased from 1,754,449 in Q1 2024 to 4,959,516 in Q1 2025[23]. - The Company established the 2025 Equity Incentive Plan with 1,950,000 shares of common stock reserved for issuance, subject to shareholder approval[159]. - The company issued 100,000 stock options to a consultant on November 13, 2024, with a total stock options activity resulting in 104,823 options outstanding as of March 31, 2025[140]. Expenses and Cost Management - Operating expenses decreased from $2,085,176 in Q1 2024 to $1,507,107 in Q1 2025, a reduction of approximately 27.7%[22]. - Total operating expenses for the three months ended March 31, 2025, were $1,507,107, a decrease of 27.7% from $2,085,176 in the same period of 2024[173]. - Professional fees decreased by approximately $878,000, or 47.9%, for the three months ended March 31, 2025, primarily due to a reduction in advisory and legal fees[174]. - Total other general and administrative expenses increased by approximately $266,000, or 119.1%, for the three months ended March 31, 2025, compared to the same period in 2024[176]. Internal Controls and Compliance - The company has substantial doubt about its ability to continue as a going concern for at least one year from the issuance of the financial statements due to its liquidity condition[45]. - Material weaknesses in internal control over financial reporting were identified as of December 31, 2024, related to the evaluation of intangible assets and cost-method investments[212]. - Remediation actions for the identified material weaknesses began in Q4 of fiscal year 2024, including the use of external consultants for technical accounting issues[213]. - As of March 31, 2025, the company has not remediated the material weakness related to resources for evaluating intangible assets[215]. - Management acknowledges that no controls can provide absolute assurance that all control issues and instances of fraud have been detected[217].

As filed with the Securities and Exchange Commission on February 12, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 6770 38-3912845 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 575 Fifth Ave, 14th Floor New ...

Business Combination and Acquisitions - The Business Combination was completed on December 22, 2023, resulting in the formation of Nukkleus Inc., a financial technology company focused on blockchain-enabled technology solutions [20]. - The Company entered into a Securities Purchase Agreement to acquire a controlling 51% interest in Star 26 Capital Inc., a defense acquisition company, on December 15, 2024 [22]. - The Company will acquire 51% of Star for a total consideration of $15,000,000, which includes $5,000,000 in cash and a promissory note for the remaining balance [38]. - The acquisition includes the issuance of 2,385,170 shares of common stock and a five-year warrant to purchase 6,907,859 shares at an exercise price of $1.50 per share [38]. - The Company has an option to purchase the remaining 49% of Star for $16,084,250, which includes $3,000,000 in cash and a promissory note [38]. - Star's acquisition strategy focuses on small and medium businesses with an enterprise value of less than $200 million, primarily in the defense sector [46]. - Star intends to finance acquisitions primarily through public or private sales of equity and debt securities, minimizing delays and enhancing acquisition capabilities [60]. - The Company believes the acquisition will lead to growth and transformation in the global defense sector [41]. Financial Performance and Revenue Generation - The Company historically generated revenue primarily through a General Services Agreement with Triton Capital Markets Ltd., which was terminated effective January 1, 2024, due to non-payment, resulting in a minimum monthly revenue loss of $1,600,000 [23]. - The largest customer, TCM, represented 81.1% of revenue for the year ended September 30, 2024, and the termination of the agreement with TCM could adversely affect operations [130]. - Nukkleus Limited has a General Service Agreement with TCM, which stipulates a minimum payment of $1,600,000 per month, reduced from $2,000,000 [81]. - The company has also entered into a General Service Agreement with FXDIRECT, with a minimum payment of $1,575,000 per month, down from $1,975,000 [82]. - The Company plans to sell its subsidiary Digital RFQ Limited for £1,000 due to ongoing net losses generated by DRFQ [34]. Financing and Capital Structure - The Company issued a Senior Unsecured Promissory Note to X Group in the principal amount of $312,500, with a stock purchase warrant for 150,000 shares at $2.00 per share [25]. - The Company issued an additional Senior Unsecured Promissory Note to East Asia Technology Investments Limited for $515,000, with a stock purchase warrant for 175,000 shares at $2.00 per share [30]. - A private placement was completed on December 20, 2024, raising $10,000,000 through the sale of 1,666,666 units at $6.00 per unit [42]. - The Company entered into a Standby Equity Purchase Agreement allowing it to sell up to $10 million of common stock to YA II PN, LTD, subject to certain conditions [36]. - The Company converted outstanding debt of $771,085 into 319,952 shares of common stock and an additional warrant to purchase 351,424 shares at an amended exercise price of $2.41 [29]. - The company has primarily funded operations through equity financings, convertible notes, and revenue, and may require additional capital for business growth [184]. Digital RFQ and Blockchain Technology - Digital RFQ aims to provide cross-border payment solutions and blockchain-enabled financial services to institutional investors, with a focus on secure and compliant transactions [77]. - Digital RFQ utilizes stablecoins on Bitcoin, Ethereum, and Tron networks for payment processing, ensuring they are fully collateralized and well-established [79]. - Digital RFQ emphasizes the importance of full collateralization for stablecoins, contrasting it with the vulnerabilities seen in algorithmically-backed models like UST Terra Luna [99]. - Digital RFQ conducts ongoing monitoring of customer data and transactions using a risk-based approach, with enhanced due diligence for high-risk factors [143]. - The company introduced fund transfer and payment processing using blockchain technologies in 2019, which remains in early development stages and is subject to various unpredictable factors [159]. Regulatory and Compliance Challenges - The company is subject to systemic risk due to interdependence on financial institutions, which could materially affect its ability to raise new funding and overall financial condition [128]. - The risk management and compliance framework is designed to address Anti Money Laundering (AML) and Counter Terrorist Financing (CTF) considerations, consistent with regulatory requirements [138]. - The company faces significant uncertainty and costs associated with detecting and monitoring transactions for compliance with local laws [134]. - The company is subject to various anti-money laundering and counter-terrorist financing laws globally, which may increase compliance costs and operational challenges [210]. - The evolving regulatory landscape may impose conflicting obligations on the company as it expands its international activities, complicating compliance efforts [209]. Operational Risks and Challenges - The company acknowledges the risks associated with its limited operating history and the evolving nature of the financial services industry [91]. - Cybersecurity threats pose significant risks to Digital RFQ's reputation and operational stability, with potential impacts from breaches affecting customer confidence [109]. - The company operates as a remote-first organization, facing heightened operational and cybersecurity risks due to employees working from home, which may lead to data or financial loss [157]. - The company faces intense competition for qualified personnel, particularly in executive talent and financial regulatory expertise, which could affect its ability to grow [191]. - The company is dependent on third-party partners for liquidity and regulatory compliance, which raises risks if those partners fail to perform [164]. Market and Competitive Landscape - The Company anticipates significant growth in the defense sector due to increasing global conflicts and rising defense budgets [57]. - Star expects to identify attractive acquisition opportunities in niche geographical markets, particularly in the defense, government, and military sectors, with a focus on the U.S. and Israel [58]. - The defense industry market size in the U.S. was approximately $76.1 billion in 2022 and is projected to grow to $184.7 billion by 2027, with a compound annual growth rate of approximately 15.9% from 2022 to 2027 [76]. - The company faces intense competition from both established enterprises and early-stage companies, which may have greater resources and customer bases [103]. - The company recognizes intense competition from well-established entities in the acquisition space, which may limit its ability to acquire larger target businesses [65].

Financial Performance - Total revenues for Q3 2024 were $175,214, a decrease of 96.6% compared to $5,212,056 in Q3 2023[22] - Net loss for Q3 2024 was $1,616,241, compared to a net loss of $1,209,744 in Q3 2023, representing a 33.5% increase in losses[22] - The company reported a gross profit of $125,476 for Q3 2024, compared to a gross loss of $(158,018) in Q3 2023[22] - For the nine months ended June 30, 2023, Nukkleus reported a net loss of $3,149,315, compared to a net loss of $12,973,753 for the same period in 2024, indicating a significant increase in losses year-over-year[28] - The Company had a working capital deficit of approximately $11,421,000 as of June 30, 2024, and incurred a net loss of approximately $12,974,000 for the nine months ended June 30, 2024[45] - The company reported a net cash used in operating activities of $626,716 for the nine months ended June 30, 2023, compared to $2,619,117 for the same period in 2024, reflecting improved cash flow management[28] Assets and Liabilities - Total current assets decreased to $706,447 as of June 30, 2024, down 76.0% from $2,928,408 as of September 30, 2023[20] - Total liabilities increased to $13,350,255 as of June 30, 2024, up 39.0% from $9,545,855 as of September 30, 2023[21] - Total stockholders' deficit increased to $(12,230,130) as of June 30, 2024, compared to $(6,193,230) as of September 30, 2023[21] - The company had total assets of $1,120,125 as of June 30, 2024, down from $3,352,625 as of September 30, 2023[207] Cash Management - The Company’s cash balance cannot cover operating expenses for the next twelve months, raising substantial doubt about its ability to continue as a going concern[45] - The Company had cash balances of approximately $6,138 as of June 30, 2024, down from $19,318 as of September 30, 2023[58] - The company had cash and cash equivalents of $538,772 as of June 30, 2023, down from $1,854,436 at the beginning of the period[29] - The Company’s cash in the United Kingdom accounted for 66.6% of total cash as of June 30, 2024[58] Customer Assets and Liabilities - Customer custodial cash liabilities decreased to $882,578, down 38.9% from $1,443,011 in the previous period[21] - Customer digital currency assets and liabilities were valued at $7,635 as of June 30, 2024, with no such assets or liabilities reported as of September 30, 2023[66] - Total customer liabilities decreased from $1,443,011 as of September 30, 2023, to $890,213 as of June 30, 2024, a reduction of 38.3%[120] - Customer custodial cash as of June 30, 2024, was $532,634, a decrease from $672,501 as of September 30, 2023, reflecting a decline of 20.8%[120] Agreements and Contracts - Nukkleus has terminated its General Services Agreement with Triton Capital Markets Ltd. effective January 1, 2024, due to non-payment, which previously guaranteed a minimum payment of $1,600,000 per month[35] - Nukkleus has entered into a new General Services Agreement with FXDirectDealer LLC, with a reduced minimum payment of $1,550,000 per month effective May 1, 2023[36] - The Company entered into a $1 million line of credit with a related party on July 31, 2023, with an annual interest rate of 8%[184] Stock and Equity - The weighted average common shares outstanding increased to 14,802,414 as of June 30, 2024, from 10,074,657 as of September 30, 2023[21] - The company issued a total of 1,189,550 common shares as part of a Settlement Agreement with Silverback Capital Corporation from July 1, 2024, to August 27, 2024[211] - During the nine months ended June 30, 2024, the company issued 627,997 shares of common stock for services valued at $2,765,601, recorded as stock-based compensation expense[148] Management and Governance - Emil Assentato resigned as Chief Executive Officer on July 24, 2024, and Jamal Khurshid was appointed as the new Chief Executive Officer[216] - Jamal Khurshid announced his resignation as Chief Executive Officer effective September 4, 2024, following a Settlement Agreement with X Group[217] - The Board increased its size from six to seven members and appointed David Rokach and Menachem Shalom as new directors, with Mr. Shalom also becoming the Chief Executive Officer[218] Expenses - Operating expenses for Q3 2024 were $1,517,123, an increase of 43.8% from $1,054,783 in Q3 2023[22] - The company incurred a bad debt expense of $6,145,942 for the nine months ended June 30, 2024, which was not present in the previous year[22] - Advertising and marketing costs for the three months ended June 30, 2024, were $2,355, compared to $1,670 for the same period in 2023, representing an increase of 40.9%[95] - For the nine months ended June 30, 2024, advertising and marketing costs totaled $43,941, down from $51,087 in 2023, indicating a decrease of 14.0%[95] Digital Assets - The Company’s digital assets are accounted for as intangible assets with indefinite useful lives and are subject to impairment losses[69] - As of June 30, 2024, the company's total digital asset holdings amounted to $5,906 million, a significant increase from $1,973 million as of September 30, 2023, representing a growth of approximately 198%[124][125] - The company recorded an impairment expense of $0 for the three months ended June 30, 2024, compared to $122 million for the same period in 2023, indicating improved asset performance[124] Related Party Transactions - Revenue from related party TCM was $4,800,000 for the nine months ended June 30, 2024, consistent with the same period in 2023[169] - Digital RFQ earned $7,722 in revenue from related parties in Q3 2024, down from $29,343 in Q3 2023[171] - The Company had total due from affiliates of $18,503 as of June 30, 2024, a significant decrease from $2,039,274 as of September 30, 2023[173] - Total due to affiliates increased to $7,944,189 as of June 30, 2024, compared to $6,808,749 as of September 30, 2023[176]

Business Combination and Ownership Structure - The Business Combination was completed on December 22, 2023, resulting in Nukkleus Inc. as a financial technology company focused on blockchain-enabled technology solutions [18][31]. - Following the Business Combination, Old Nukk stockholders own approximately 78.3% of the Combined Company, while Brilliant's public stockholders own about 0.5% [37]. - Upon consummation of the Business Combination, there are 13,899,712 shares of Nukkleus Common Stock and 6,701,000 Nukkleus Warrants outstanding, trading on NASDAQ under symbols "NUKK" and "NUKKW" respectively [36]. - The Business Combination involved the cancellation of all outstanding shares of Old Nukk in exchange for a pro-rata portion of 10,500,000 shares of Brilliant Common Stock [32]. - Holders of 330,345 shares of Brilliant Ordinary Shares redeemed their shares for cash at a redemption price of approximately $11.57 per share, totaling an aggregate redemption amount of $3,822,431.16 [34]. - The Backstop Pool in the Business Combination was equal to 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights, amounting to a maximum of 1,012,000 shares [33]. - A Lock-Up Agreement was established, preventing certain stockholders from selling or disposing of their shares for a period of two years following the Business Combination [38]. Financial Agreements and Revenue Focus - The Company entered into a Stock Purchase Agreement with White Lion Capital Partners for a maximum amount of $75,000,000, which was terminated on February 21, 2024 [40]. - Nukkleus Limited has a General Service Agreement with TCM, which stipulates a minimum payment of $1,600,000 per month, reduced from $2,000,000 per month [41]. - Nukkleus Limited also has a General Service Agreement with FXDIRECT, with a minimum payment of $1,575,000 per month, reduced from $1,975,000 per month [42]. - The Company is repositioning its focus on digital assets due to limited net income generated from services under the GSA with TCM [42]. - The largest customer, TCM, represented 90.2% of the company's revenue for the year ended September 30, 2023, and the agreement with TCM is currently in the process of being cancelled [107]. Technology and Product Development - Nukkleus Technology offers a full-service transactions technology and advisory business, providing end-to-end solutions with customizable leverage and global liquidity [19]. - Digital RFQ aims to provide cross-border payment solutions to institutional investors, utilizing a blockchain-enabled payment gateway for global fiat currency transfers [20]. - DigiClear is being developed to offer a custody and settlement utility operating system, aiming for fully automated asset transfers within milliseconds [24]. - The company plans to continue developing its blockchain-enabled payment processing technology, although significant expenditures may be required before generating substantial revenue [75]. - The company introduced fund transfer and payment processing using blockchain technologies in 2019, which remains in the early stages of development [147]. Market and Competitive Landscape - Nukkleus's management believes the FX market has expanded significantly, capturing a wide range of participants and leading to increased trading activity [44]. - Future growth depends on retaining existing customers and attracting new ones, with no minimum volume commitments from customers [77]. - Digital RFQ faces intense competition from established enterprises and early-stage companies, which may have greater resources and customer bases [80]. - The company has experienced significant growth through the acquisition of Match, which has increased operational complexity and demands on resources [74]. Risk Management and Compliance - The company has established a risk management and compliance framework to address Anti Money Laundering (AML) and Counter Terrorist Financing (CTF) considerations, in line with U.K. legislation [115]. - The company employs a three-tiered classification for customer relationships based on risk, with enhanced due diligence for high-risk clients [116]. - Digital RFQ conducts ongoing monitoring regardless of customer risk level, utilizing a risk-based approach for transaction reviews [121]. - The company faces potential liability for illegal activities conducted by customers using its products and services, which could adversely affect its business [109]. - The company is continually improving its information systems and technologies, but failures in implementation could negatively impact its operations and financial condition [98]. Regulatory Environment and Compliance Challenges - The company is subject to regulatory scrutiny, which could result in significant fines and penalties if service interruptions occur [99]. - The company must comply with evolving laws and regulations, with potential penalties for non-compliance impacting its operations [128]. - The financial services industry is facing significant regulatory changes that could adversely affect the company's business model and profitability [196]. - Increased scrutiny from regulators regarding compliance with anti-money laundering laws could result in higher operational costs and potential fines [201]. - The company is subject to various laws and regulations, including anti-money laundering and data protection, which could impact its operations [184]. Operational Risks and Challenges - The company has a limited operating history in a volatile industry, which may increase the risk of not achieving future success [69]. - Cybersecurity threats are a concern, with potential impacts on brand reputation and operational integrity [87]. - The company must manage operational demands effectively to avoid adverse impacts on business and financial condition [74]. - The company is at risk of service interruptions due to various factors, which could harm its reputation and lead to customer loss [96]. - The company depends on third-party partners for critical services, and disruptions in these relationships could materially affect its operations [103]. Financial Performance and Reporting - The company may experience significant fluctuations in quarterly operating results due to various factors, including changes in transaction volume and marketing expenses [156]. - There is uncertainty regarding the company's ability to maintain profitability, with potential revenue decline due to reduced demand or increased competition [154]. - The company is required to maintain effective internal controls over financial reporting, and any failure could adversely affect investor confidence and stock value [172]. - The company is exposed to fluctuations in currency exchange rates, which could impact the cost of products and local operating expenses [175]. - Business metrics and estimates used for performance evaluation may be inaccurate, affecting strategic decisions and perceived growth trends [169].