Core Viewpoint - Nukkleus Inc. has secured a $250 million Equity Line with Esousa Holding Group LLC to support its strategic growth initiatives in the Aerospace and Defense industry, particularly focusing on mergers and acquisitions [1][2][4]. Financial Agreement - The agreement allows Nukkleus to access significant long-term capital, providing financial flexibility to fund its M&A pipeline and control the timing and scale of financing [2][3]. - Nukkleus can sell up to $250 million in common stock over a 36-month period, with the ability to draw down funds at its discretion, limited to 20% of the company's trading volume during that time [3][4]. Strategic Growth Initiatives - The capital raised will support the expansion of Nukkleus's portfolio in next-generation multi-domain defense solutions, including AI-based navigation systems and advanced drone platforms [2][3]. - Recent strategic acquisitions have been aimed at enhancing Nukkleus's exposure to high-value segments within the Aerospace and Defense industry [4]. Company Overview - Nukkleus focuses on acquiring and scaling mission-critical suppliers in the defense, aerospace, and advanced manufacturing sectors, targeting Tier 2 and Tier 3 companies [6]. - The company's approach combines organic growth with disciplined M&A, positioning it at the core of 21st-century defense industrial strategy [7].

Core Viewpoint - The acquisition of Star 26 Capital Inc. by Nukkleus Inc. is aimed at enhancing operational efficiencies, economies of scale, and accelerating technology development in the Aerospace and Defense sectors, positioning Nukkleus as a leader in critical industries [2][6]. Group 1: Acquisition Details - Nukkleus has signed an Amended and Restated Securities Purchase Agreement to acquire 100% of Star 26, initially announced as a 51% stake in December 2024, pending shareholder approval [2][8]. - The delay in closing has allowed both companies to expand their portfolios and operational strengths significantly [2][3]. Group 2: Strategic Benefits - The acquisition will enable Nukkleus to deliver integrated Aerospace and Defense solutions by combining its subsidiaries in AI, UAV systems, and GNSS technologies with Star 26's expertise in advanced power systems and command & control platforms [3][5]. - The integration is expected to create synergies, allowing for shared resources, streamlined supply chains, and enhanced international distribution channels, leading to reduced costs and faster time-to-market for defense solutions [5][6]. Group 3: Portfolio Expansion - Star 26 has made strategic acquisitions, including Rimon, a supplier for the Iron Dome, and a 67% stake in Water.io, which will enhance Nukkleus's portfolio in AI, UAVs, and overall defense infrastructure [4][6]. - The combined portfolio aims to foster collaboration across various fields, linking software and systems integration with proven hardware capabilities [3][4]. Group 4: Long-term Vision - The acquisition reflects Nukkleus's commitment to building a robust ecosystem of complementary technologies, aiming to create long-term value for shareholders [7][9]. - The company targets Tier 2 and Tier 3 suppliers that are essential to national security infrastructure in the US, Israel, and Europe, supporting dual-use innovation and resilient supply chains [8][9].

Core Viewpoint - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - FGI Industries Ltd. (FGI) is up 278% at $15.02 [3] - Senmiao Technology Limited (AIHS) is up 96% at $4.22 [3] - Conifer Holdings, Inc. (CNFR) is up 86% at $2.11 [3] - WEBTOON Entertainment Inc. (WBTN) is up 39% at $20.81 [3] - Nukkleus Inc. (NUKK) is up 18% at $6.08 [3] - Tantech Holdings Ltd (TANH) is up 12% at $2.13 [3] - Check-Cap Ltd. (CHEK) is up 9% at $2.33 [3] - Ivanhoe Electric Inc. (IE) is up 8% at $9.71 [3] - Wolfspeed, Inc. (WOLF) is up 8% at $3.21 [3] - Bolt Projects Holdings, Inc. (BSLK) is up 5% at $3.95 [3] Premarket Losers - Envirotech Vehicles, Inc. (EVTV) is down 17% at $2.27 [4] - Dave & Buster's Entertainment, Inc. (PLAY) is down 15% at $20.40 [4] - NanoVibronix, Inc. (NAOV) is down 12% at $9.37 [4] - ADTRAN Holdings, Inc. (ADTN) is down 10% at $9.37 [4] - Rain Enhancement Technologies Holdco, Inc. (RAIN) is down 10% at $6.00 [4] - CNS Pharmaceuticals, Inc. (CNSP) is down 7% at $8.50 [4] - AVITA Medical, Inc. (RCEL) is down 7% at $6.22 [4] - Vince Holding Corp. (VNCE) is down 7% at $2.60 [4] - Monte Rosa Therapeutics, Inc. (GLUE) is down 6% at $6.50 [4] - Meiwu Technology Company Limited (WNW) is down 6% at $2.06 [4]

Core Insights - Nukkleus Inc. shares surged 16.12% to $5.98 in after-hours trading following the company's withdrawal of its S-1 registration statement from the SEC [2][4] - The company decided not to proceed with its public offering plans, which were initially filed on February 12 and amended on June 15 [3][4] Trading Activity - Following the withdrawal, Nukkleus experienced increased trading activity, with an average trading volume of 6.87 million shares [4] - The stock has shown significant volatility, with a market capitalization of $36.42 million and trading between $1.30 and $78.32 over the past year [6] Stock Performance - Over the past six months, Nukkleus' stock declined by 64.56%, from a high of $21.69 in May to $5.15 recently, but has rebounded with a 25.61% gain in the last month [5] - The stock has demonstrated a remarkable 234.42% increase over the past year, despite its recent volatility [5][6]

Core Viewpoint - Nukkleus, Inc. has announced a private placement to raise approximately $10 million to fund strategic acquisitions and business expansion initiatives in the Aerospace and Defense sectors [1][2]. Funding Details - The private placement includes a $9.5 million investment from Esousa Group Holdings, LLC and a $500,000 investment from Sixth Borough Capital Fund, LP [1]. - The company will issue 200 units at a price of $50,000 each, consisting of Series A convertible preferred stock and common warrants [2]. Securities Information - Each Series A convertible preferred stock has a stated value of $50,000 and can be converted into 10,224 unregistered shares of common stock at a conversion price of $4.89 per share [2]. - Common warrants allow the purchase of one share of unregistered common stock at an exercise price of $5.405 per share [3]. Acquisition Plans - The net proceeds will be used for acquiring Tiltan Software Engineering Ltd., a defense market AI software provider, and 51% of Star 26 Capital, which owns RIMON, a supplier for the Iron Dome missile defense system [6]. - The company plans to establish advanced manufacturing zones in the Baltics and Israel through a joint venture with Mandragola Ltd. [6]. - Nukkleus aims to commercialize a drone payload license from Blade Ranger Ltd., marking its entry into commercial aviation services [6]. Closing and Regulatory Information - The closing of the private placement is expected around September 9, 2025, pending customary closing conditions [4]. - The securities are being offered in a private placement exempt from registration requirements under the Securities Act of 1933 [5]. Company Overview - Nukkleus focuses on acquiring and scaling suppliers in the defense, aerospace, and advanced manufacturing sectors, targeting Tier 2 and Tier 3 companies [9]. - The company aims to integrate operational capabilities and financial discipline to modernize and expand strategic suppliers, supporting dual-use innovation and resilient supply chains [10].

Core Viewpoint - Nukkleus Inc. has announced the acquisition of Tiltan Software Engineering Ltd. for $14 million, enhancing its Aerospace and Defense (A&D) portfolio with advanced technologies in defense AI, simulation software, and navigation systems [1][5]. Company Summary - Nukkleus specializes in acquiring and transforming high-potential A&D businesses into market leaders, utilizing operational expertise and strategic capital to modernize offerings and expand market reach [4][8]. - The company targets Tier 2 and Tier 3 suppliers that are essential to national security infrastructure in the US, Israel, and Europe, focusing on dual-use innovation and resilient supply chains [8][9]. Industry Summary - The global A&D industry is increasingly adopting simulation platforms and GPS-denied navigation systems, which enhance military operations by improving predictive capabilities and reducing civilian harm [2]. - The generative AI sector within the A&D industry is projected to grow from $28 billion today to $65.5 billion by 2034, while the anti-GPS jamming market is expected to more than double by 2032 [2]. Tiltan Software Engineering Ltd. Summary - Tiltan has over 30 years of experience in delivering mission-critical solutions to the A&D industry, with a technology portfolio that includes AI-driven simulation platforms and GPS-denied navigation systems [3][11]. - The company serves prominent clients such as Israel Aerospace Industries and Elbit Systems, and has received multiple awards from the Israeli Defense Ministry for its innovative solutions [3][11].

Core Insights - Nukkleus Inc. and Mandragola Ltd. have established a strategic joint venture focused on modernizing civil and defense aviation infrastructure while investing in Israeli startups in aerospace and defense technologies [1][5] Industry Overview - The geopolitical tensions in Europe, particularly due to the ongoing Russia-Ukraine war, are reshaping regional defense priorities [2] - The global aircraft Maintenance, Repair, and Overhaul (MRO) market, valued at $110 billion in 2024, is projected to grow to $124 billion by 2034, indicating significant growth opportunities [2] Company Initiatives - The joint venture plans to create advanced manufacturing zones in the Baltics and Israel to support civil and defense aviation needs, including a NATO-compliant logistics hub in Riga [3] - The partnership will also focus on identifying and financing early-stage technology companies in Israel, emphasizing innovative technologies for aviation and defense operations [4] Strategic Goals - Nukkleus aims to grow high-impact businesses in the aerospace and defense sector, combining aviation expertise and operational efficiency to create a platform for both commercial and defense applications [6] - The joint venture is positioned to leverage Mandragola's extensive experience in civil aviation and connections within the Israeli A&D tech ecosystem to deliver value to the market and enhance defense infrastructures [6] Company Background - Nukkleus focuses on acquiring and scaling mission-critical suppliers in the defense, aerospace, and advanced manufacturing sectors, targeting Tier 2 and Tier 3 companies that are essential to national security infrastructure [7] - Mandragola specializes in technology commercialization and strategic partnerships, leveraging its expertise to connect innovative technologies with global markets [9][10]

Core Insights - Nukkleus Inc. has established a wholly owned subsidiary, Nukkleus Defense Technologies, to focus on defense activities and advanced drone payload solutions in the U.S. [1][2] - The company has entered into an exclusive three-year distribution agreement with BladeRanger Ltd. for the U.S. market, with an option to extend for an additional five years [3][6] Company Developments - The establishment of Nukkleus Defense Technologies is part of a broader strategy to acquire and develop high-growth businesses in the Aerospace and Defense industry [2] - The subsidiary will initially commercialize third-party solutions and later develop proprietary technologies to meet global defense demands [2] Strategic Partnerships - The exclusive agreement with BladeRanger grants Nukkleus sole rights to distribute BladeRanger's drone payload technologies in the U.S. [3] - BladeRanger's advanced payload systems are aimed at enhancing surveillance, reconnaissance, and tactical operations for defense and industrial applications [4][10] Market Potential - The global drone payload market was valued at approximately $7.2 billion in 2020 and is projected to reach $33.3 billion by 2030, indicating a strong compound annual growth rate [5] - This growth highlights the urgency and opportunity for deploying advanced payload technologies across defense and critical infrastructure sectors [5] Financial Commitments - Nukkleus will provide an upfront licensing payment for exclusive distribution rights and has committed to minimum annual purchase volumes that will increase over the three-year term [6] - If commitments are met, the partnership can extend for an additional five years with higher purchase thresholds [6] Leadership Perspectives - The CEO of Nukkleus emphasized the strategic importance of the defense sector and the potential for advanced drone technologies to deliver transformative solutions [7] - The CEO of BladeRanger noted that the partnership provides a direct pathway into the U.S. defense market, leveraging Nukkleus' operational capabilities [7]

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 ...

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) 575 F ...