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].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $126,062, a decrease from a net loss of $578,753 for the same period in 2022, representing a reduction of approximately 78%[161] - For the nine months ended September 30, 2023, the company had a net loss of $468,928, compared to a net loss of $1,074,579 for the same period in 2022, indicating a decrease of about 56%[162] - The company has not generated any operating revenues to date and relies on non-operating income from interest on marketable securities[160] Cash and Capital Structure - As of September 30, 2023, the company had cash held in the Trust Account amounting to $4,606,578, with an additional $1,520 in its operating bank account[170][171] - The company has a working capital deficit of $1,689,087 as of September 30, 2023, raising concerns about its ability to continue as a going concern[174] - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies[170] - The company plans to repay any loans from its Sponsor or affiliates upon completion of a Business Combination, with up to $1,500,000 of such loans convertible into additional Private Units[172] - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[176] Business Strategy - The company is actively seeking a target business for its Business Combination and has engaged EarlyBirdCapital for advisory services related to this process[178] Accounting and Reporting - The Company accounts for ordinary shares subject to possible redemption as temporary equity, classified outside of shareholders' equity on the balance sheet[182] - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[183] - Redeemable ordinary shares are included in the EPS calculation as a single class of common shares, with no adjustment to the numerator[184] - Private Placement Warrants are recognized as derivative warrant liabilities at fair value, subject to re-measurement at each reporting period[186] - The fair value of the Private Placement Warrants is estimated using a Binomial simulation model at each measurement date[186] - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[187] - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[188] Transaction Costs - The company incurred $2,069,154 in transaction costs related to its Initial Public Offering, including $1,610,000 in underwriting fees[167]

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $122,363, compared to a net loss of $35,544 for the same period in 2022, reflecting an increase in operating costs [162]. - For the six months ended June 30, 2023, the company had a net loss of $342,866, down from a net loss of $495,826 for the same period in 2022, indicating a reduction in operating costs [163]. - Cash used in operating activities for the six months ended June 30, 2023, was $183,291, with a net loss impacted by changes in fair value of derivative warrant liabilities [169]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [184]. Cash and Capital Structure - As of June 30, 2023, the company had cash held in the Trust Account amounting to $4,529,551, which is intended to be used for completing a Business Combination [171]. - The company has a working capital deficit of $1,572,423 as of June 30, 2023, raising concerns about its ability to continue as a going concern [175]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial Business Combination [174]. - The company generated gross proceeds of $40,000,000 from the Initial Public Offering of 4,000,000 Units at $10.00 per Unit [166]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [177]. Business Combination Plans - The company intends to complete a Business Combination before the mandatory liquidation date of August 23, 2023, or obtain an extension [176]. Accounting and Financial Instruments - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [183]. - Redeemable ordinary shares are included in the EPS calculation without creating a different class of shares, as the redemption feature is at fair value [185]. - Management evaluates financial instruments, including stock purchase warrants, to determine if they are derivatives, reassessing classification at each reporting period [186]. - Private Placement Warrants are recognized as derivative warrant liabilities at fair value, subject to re-measurement until exercised [187]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [187]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements if adopted [188]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [189]. Transaction Costs - The company incurred $2,069,154 in transaction costs during the Initial Public Offering, including $1,610,000 in underwriting fees [168].

Financial Performance - For the period ended March 31, 2023, the company reported a net loss of $79,306, compared to a net loss of $460,282 for the same period in 2022, indicating a decrease in losses of approximately 82.8% year-over-year[153]. - Cash used in operating activities for the three months ended March 31, 2023, was $107,172, with a net loss impacted by changes in operating assets and liabilities[159]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination[152]. Cash and Funding - As of March 31, 2023, the company had cash held in the Trust Account amounting to $4,435,021, which is intended to be used for completing a Business Combination[162]. - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at a price of $10.00 per Unit[156]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees[158]. - As of March 31, 2023, the company had a working capital deficit balance (excluding cash held in Trust Account) of $1,307,476, raising concerns about its ability to continue as a going concern[166]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence[163]. - The company may need to raise additional funds to complete a Business Combination or to cover redemptions of public shares, which could involve issuing additional securities or incurring debt[165]. Equity and Shares - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity[174]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[175]. - Redeemable ordinary shares are included in the EPS calculation as a single class of common shares, with no adjustment to the numerator[176]. Financial Instruments - Management evaluates financial instruments, including stock purchase warrants, to determine if they are derivatives or contain embedded derivatives[177]. - Private Placement Warrants are recognized as derivative warrant liabilities at fair value, subject to re-measurement at each reporting period[178]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date[178]. Regulatory and Reporting - Management does not anticipate that recently issued accounting standards will materially affect financial statements[179]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[180].

IPO and Fundraising - The company completed its initial public offering on June 26, 2020, raising gross proceeds of $40 million from the sale of 4,000,000 units at $10.00 per unit[30]. - A total of $46 million is currently held in the trust account for the benefit of public stockholders, following additional sales and private placements[33]. - The company plans to raise additional funds through a private offering of debt or equity securities in connection with its initial business combination[45]. - The company raised gross proceeds of $40,000,000 from its Initial Public Offering on June 26, 2020, which was placed in a trust account[216]. - The net proceeds of $6,000,000 were deposited into the Trust Account, increasing the total in the Trust Account to $46,000,000[218]. Business Strategy and Target Acquisition - The company primarily targets middle-market growth businesses with an enterprise value between $200 million and $300 million, aiming for significant revenue and earnings growth[28]. - The company seeks to acquire businesses with strong technological capabilities and significant growth potential in sectors such as software, clean energy, and healthcare[31]. - The management team emphasizes the importance of long-term revenue visibility and strong free cash flow generation in target companies[31]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interest or assets of the target business[55]. - The Business Combination must involve target businesses with a fair market value of at least 80% of the Trust Account balance at the time of signing[222]. Financial Performance - For the year ended December 31, 2022, the company reported a net loss of $967,614, with operating costs amounting to $1,202,399[135]. - The company reported a net loss of $967,614 for the year ended December 31, 2022, compared to a net loss of $599,127 for the year ended December 31, 2021, representing an increase in loss of approximately 61.5%[204]. - Operating costs for the year ended December 31, 2022, were $1,202,399, which is an increase of 79.1% from $670,916 in 2021[204]. - The company had current liabilities of $3,965,850 as of December 31, 2022, compared to $1,934,930 as of December 31, 2021, indicating a 105.5% increase in liabilities[201]. - Cash and cash equivalents at the end of 2022 were $6,110,807, up from $283,403 at the end of 2021, reflecting a significant increase in liquidity[209]. Trust Account and Redemption Rights - The company may redeem public shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[65]. - The target business or businesses must have a collective fair market value equal to at least 80% of the value of the trust account at the time of the agreement[54]. - Following shareholder redemptions, the trust account had approximately $4.4 million remaining, with a pro rata portion of about $10.77 per public share[90]. - If the initial business combination is not completed by the deadline, the company will distribute the remaining funds in the trust account to public shareholders[91]. - The estimated per-share redemption amount upon dissolution, excluding interest, would be approximately $10.46, but this may be reduced due to creditor claims[98]. Management and Internal Controls - The management team has extensive operational experience across various sectors, including corporate financing, biopharmaceuticals, and information technology, which aids in identifying acquisition opportunities[26]. - Management assessed the effectiveness of internal control over financial reporting and identified a material weakness related to complex financial instruments accounting as of December 31, 2022[167]. - The company plans to enhance internal controls and processes to better evaluate complex accounting standards, although no assurance can be provided regarding the effectiveness of these initiatives[168]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[170]. - The company maintains disclosure controls to ensure timely and accurate reporting of required information to the SEC[165]. Risks and Competition - The company may face risks associated with a lack of business diversification after the initial business combination[57]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[108]. - The company is subject to substantial doubt about its ability to continue as a going concern if it cannot raise additional funds by March 23, 2023[195]. Shareholder Matters - Shareholders have approved multiple extensions for the business combination period, with the latest extension allowing until April 23, 2023[41]. - The company has agreed to waive redemption rights for initial shareholders regarding founder shares and private units if the initial business combination is not completed by April 23, 2023[93]. - Shareholders who elect to redeem their shares must tender their certificates or deliver their shares electronically prior to the expiration date set forth in the tender offer documents[81]. - If the business combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[85]. - The company has conducted multiple shareholder votes to approve extensions, with the latest extension involving a deposit of $21,350, representing $0.0525 per public ordinary share[90].