Financial Performance - The company reported the strongest revenue performance in its history for both Q4 and the full year, with Q4 revenue of $227.1 million, a 14% increase year-over-year, and full-year revenue of $879.7 million, a 16% increase [7][9][10] - Adjusted gross profit for Q4 was $83.9 million, up 15% from the prior year, and adjusted EBITDA was $51.7 million, reflecting a 16% improvement [9][10][28] - For the full year, adjusted gross profit increased by 19% to $328.1 million, and adjusted EBITDA grew by 21% to $204.3 million [10][28] Business Segment Performance - The SMB segment generated Q4 revenue of $155.7 million, an 11.1% increase year-over-year, with adjusted gross profit of $32 million, up 0.4% [18][20] - The B2B segment saw revenue of $23.7 million, a 10.9% increase, with adjusted gross profit rising 24% to $6.4 million [22][23] - The Enterprise segment reported Q4 revenue of $48.7 million, a 27% increase, with adjusted gross profit also increasing by 27% to $45.6 million [24][25] Market Data - The company processed over $130 billion in annual transaction volume and managed over $1.2 billion in average daily account balances [7] - The percentage of adjusted gross profit from recurring revenues reached over 63% in Q4, nearly doubling since early 2022 [17] Company Strategy and Industry Competition - The company aims to sustain momentum in its acquiring, payables, and Enterprise segments, projecting 10% to 14% revenue growth for 2025 [8][36] - The focus remains on innovation in SaaS payments and banking solutions, with a commitment to refining customer experiences [12][41] - The company is positioned as an undervalued player compared to industry peers, with a strategy to leverage its public currency for potential acquisitions [18][42] Management Commentary on Operating Environment and Future Outlook - Management expressed confidence in achieving revenue growth despite potential headwinds from lower interest rates and a challenging macroeconomic environment [8][36] - The company is actively working to address a material weakness in internal controls over financial reporting, which did not affect the financial results [34][35] Other Important Information - The company redeemed its preferred stock, resulting in a fourth-quarter preferred dividend of $2.65 million [31] - A $10 million prepayment on the term loan was made post-quarter end, with plans to continue reducing the cost of capital [32][36] Q&A Session Summary Question: Capital allocation strategy between debt pay down and increased spending - Management will continue to evaluate the best use of capital, balancing debt pay down with potential M&A opportunities [50] Question: Impact of interest rate cuts on guidance - Management has factored in expected interest rate cuts into their 2025 guidance, taking a conservative approach [54][56] Question: Impact of tariffs on business - Management noted that tariffs have not significantly impacted the acquiring side, but there is increased demand for B2B strategies due to constrained working capital [67] Question: Explanation of gross margin decline in consumer payments - Management clarified that organic margins have increased, and the decline is due to residual purchases running off [73][78] Question: Magnitude of CapEx to OpEx shift - The expected impact from the CapEx to OpEx shift in 2025 is approximately $4 million [110]

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 ...

Financial Data and Key Metrics Changes - The company reported net revenue of $9.5 billion, representing a 10% year-over-year increase, with EPS up 14% [7][29] - In constant dollars, overall payments volume grew 9% year-over-year, with U.S. payments volume increasing by 7% and international payments volume by 11% [7][28] - Cross-border volume, excluding intra-Europe, rose 16% in constant dollars, while processed transactions grew 11% year-over-year [9][28] Business Line Data and Key Metrics Changes - Consumer payments revenue growth was driven by improving payments volume, cross-border volume, and processed transaction growth [37] - New flows revenue grew 19% year-over-year in constant dollars, supported by strong commercial cross-border performance and Visa Direct transaction growth [38] - Commercial payments volume rose 6% year-over-year in constant dollars, primarily due to favorable days mix and strong cross-border volumes [38][21] Market Data and Key Metrics Changes - In Latin America, payments volume increased by 22%, while CEMEA saw an 18% rise, and Europe experienced a 13% increase [32] - Asia Pacific payments volume growth improved slightly to just above 1% year-over-year, reflecting a muted macroeconomic environment [32] - E-commerce volumes continued to benefit from strong retail performance, particularly during the holiday shopping season [33] Company Strategy and Development Direction - The company continues to focus on consumer payments, new flows, and value-added services as key strategic areas for growth [9][10] - The company is expanding partnerships and renewing agreements with major banks globally to enhance its market presence [14][15] - The strategy includes unbundling capabilities to deliver enhanced solutions to a broader array of clients and partners [72][80] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong Q1 results and the outlook for Q2, citing strong consumer spending and improved cross-border volumes [50][57] - The company anticipates continued growth in adjusted net revenue in the high single digits to low double digits for Q2 [42] - Management noted that the strong dollar has implications for travel patterns and consumer purchasing power, which could affect future spending [125] Other Important Information - The company completed the acquisition of FeatureSpace, enhancing its fraud prevention capabilities [26][43] - The company bought back approximately $3.9 billion in stock and distributed $1.2 billion in dividends to shareholders [39] - The company has a remaining buyback authorization of $9.1 billion as of the end of December [39] Q&A Session Summary Question: Improved outlook and volume growth sustainability - Management indicated that the improved outlook is based on strong Q1 results and expects growth rates to sustain [49][50] Question: Attribution of stronger spending results - Management attributed the acceleration in spending to strong holiday results and improved discretionary spending across various categories [53][55] Question: Trends in commercial spending and incentives - Management noted that incentives grew 13% in Q1 and expect this trend to continue as the renewal cycle progresses [61][64] Question: Value-added services and acquisitions - Management confirmed no change in emphasis on value-added services and highlighted the success of recent acquisitions like FeatureSpace and Pismo [71][72] Question: Impact of tariffs on spending - Management has not observed direct impacts from tariffs on consumer or commercial spending [115] Question: Cross-border business components - Management confirmed that Visa Direct transactions are growing faster than overall cross-border transactions, contributing positively to growth [88][90]