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 [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]. - Star has the option to purchase the remaining 49% equity for $16,084,250, which consists of $3,000,000 in cash and additional stock and warrants [38]. - The Company plans to sell its subsidiary Digital RFQ Limited for £1,000 due to ongoing net losses generated by DRFQ [34]. - The proposed acquisition of Star could significantly impact the company's stock price and future operations if not completed [86]. - The acquisition of Star may require a termination fee of $1.0 million if not completed [90]. Financial Performance and Revenue Generation - The Company has historically generated substantial revenue through a General Services Agreement with Triton Capital Markets Ltd., which has been terminated effective January 1, 2024, due to non-payment [23]. - Nukkleus has historically generated most of its revenue through services rendered under the General Service Agreement [81]. - The largest customer, TCM, represented 81.1% of revenue for the year ended September 30, 2024, and the agreement with TCM has been terminated, potentially adversely affecting operations [127]. - The company has approximately 12 employees, with 11 working for Digital RFQ [85]. Financing and Capital Structure - The Company issued a Senior Unsecured Promissory Note to X Group in the principal amount of $312,500, with an additional 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 in the principal amount of $515,000 [30]. - The Company entered into a Standby Equity Purchase Agreement allowing it to sell up to $10 million of shares to YA II PN, LTD, at its discretion [36]. - The Company entered into a Securities Purchase Agreement for a private placement of 1,666,666 units at a total price of $10,000,000, equating to $6.00 per unit [42]. - The company has primarily funded operations through equity financings, convertible notes, and revenue, and may require additional capital for business growth [181]. Market and Competitive Landscape - Star's acquisition strategy focuses on small and medium businesses with an enterprise value of less than $200 million, particularly in the defense sector [46]. - The Company anticipates growth in the defense sector due to increased global conflicts, which may drive demand for defense solutions [57]. - Star expects to identify attractive acquisition opportunities in niche geographical markets, particularly in the defense, government, and military sectors, especially in the U.S. and Israel [58]. - The defense industry market size in the U.S. was approximately $76.1 billion in 2022 and is estimated to grow to $184.7 billion by 2027, with a compound annual growth rate of approximately 15.9% from 2022 to 2027 [74]. - Star recognizes the competitive landscape, facing challenges from well-established entities with greater financial resources in the acquisition space [65]. Risk Management and Compliance - The company is subject to credit risks from counterparties, including financial institutions, which could lead to significant liquidity problems and adversely affect financial condition and operations [124]. - The company has established a risk management and compliance framework to address Anti Money Laundering (AML) and Counter Terrorist Financing (CTF) considerations, which includes regular assessments of ML/TF risks [135]. - Enhanced due diligence is required for high-risk customers, involving a thorough review and ongoing monitoring [138]. - The company is working to diversify its banking relationships to mitigate risks associated with reliance on a small number of partners [126]. - The company is subject to various anti-money laundering laws, including the Bank Secrecy Act, which requires the implementation of risk-based programs and could result in significant fines if compliance gaps are identified [208]. Technology and Innovation - Digital RFQ aims to provide cross-border payment solutions and plans to develop a white-labelled digital bank for international business in the future [75]. - The company introduced fund transfer and payment processing using blockchain technologies in 2019, which remains in early development stages and is subject to unpredictable factors [155]. - The company acknowledges that negative publicity surrounding blockchain technology may lead to a loss of customer confidence in its products and services [157]. - The company intends to continue developing its blockchain-enabled payment processing technology, which may require significant expenditures before generating substantial revenue [95]. Operational Challenges - The company operates as a remote-first organization, facing heightened operational and cybersecurity risks due to employees working from home, which may lead to increased data or financial loss risks [153]. - The company faces intense competition for qualified personnel, particularly in executive talent and financial regulatory expertise, which could impact its ability to grow [189]. - The company is refining its revenue and business model, focusing on the development and commercialization of its platforms, but there is no assurance of achieving profitability [164]. Regulatory Environment - The financial services industry is subject to intensive regulation, and major changes could adversely affect the company's business model and profitability [203]. - The company may need to modify its business practices or exit certain activities due to new regulatory requirements, impacting its operational strategies [204]. - Non-compliance with laws and regulations could result in fines, revocation of licenses, and reputational harm, adversely affecting the company's financial condition [198]. - The company must adapt its operations to comply with diverse international laws as it expands, which may create conflicting obligations and increase compliance costs [207].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-39341 Nukkleus Inc. (Exact name of registrant as specified in its charter) Delaware 38-3912845 (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number: 001-39341 Nukkleus Inc. (Exact name of registrant as specified in its charter) (Stateorotherjurisdictionof | --- | --- | |-------- ...

Business Combination - The Business Combination was completed on December 22, 2023, resulting in the merger of Brilliant Acquisition Corporation and Old Nukk, with Old Nukk becoming a wholly-owned subsidiary of Brilliant[13]. - Following the Business Combination, Nukkleus Common Stock and Nukkleus Warrants began trading on December 26, 2023, under the symbols "NUKK" and "NUKKW" respectively[28]. - Approximately 78.3% of the Combined Company is owned by Old Nukk stockholders, while Brilliant's public stockholders own approximately 0.5%[28]. - 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[25]. - The Business Combination included a Lock-Up Agreement preventing certain stockholders from selling their shares for two years post-Closing[29]. - The Backstop Pool in the Business Combination was equal to 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights, capped at 1,012,000 shares[26]. Financial Agreements and Revenue - Nukkleus has entered into a General Service Agreement with TCM, which stipulates a minimum payment of $1,600,000 per month for services provided[33]. - The company has historically generated most of its revenue through services rendered under the General Service Agreement, but is now repositioning its focus on digital assets due to limited net income from TCM[34]. - Nukkleus has entered into a Stock Purchase Agreement with White Lion, allowing for the purchase of shares up to a maximum amount of $75,000,000, which was terminated on February 21, 2024[31]. Product Development and Services - Digital RFQ aims to provide cross-border payment solutions and plans to develop a white-labelled digital bank for international business, although the timeline for these products remains uncertain[15]. - DigiClear is being developed to offer a custody and settlement utility operating system, with the goal of fully automating the transfer process within milliseconds[19]. - Nukkleus has developed various service categories, including risk management support software and retail trading platforms, to enhance its offerings in the FX industry[40]. Regulatory Compliance - Digital RFQ is regulated by the Financial Conduct Authority in the UK and is in compliance with Anti Money Laundering and Counter Terrorist Finance regulations[16]. Market Expansion and Workforce - Nukkleus is seeking to expand its presence in high-growth regions such as Asia and the Middle East within the retail FX market[39]. - The company has a total of approximately 12 employees, with 11 working for its subsidiary Digital RFQ and one for Nukkleus itself[56]. - Nukkleus has access to approximately 30 account managers through its relationship with FXDIRECT, who speak over 10 different languages[56]. Subsidiary Management and Acquisitions - The company has agreed to negotiate the sale of its wholly owned subsidiary, Digital RFQ Ltd., to its current management team, subject to board and shareholder approval[53]. - Nukkleus has acquired Patent Number 8799142 related to Forexware, which pertains to a method of displaying information associated with currency exchange transactions in real time[54]. Market Trends - The FX market has seen significant growth, with increased trading activity driven by factors such as electronic trading and rising volatility among currencies[36].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 British Virgin Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Ordinary Share, one Right and one Redeemable Warrant BRLIU The Nasdaq Capital Market Ordinary Shares, no par value per share BRLI The Nasdaq Capital Market Rights, each right entitling the holder to 1/10 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 British Virgin Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Ordinary Share, one Right and one Redeemable Warrant BRLIU The Nasdaq Capital Market Ordinary Shares, no par value per share BRLI The Nasdaq Capital Market Rights, each right entitling the holder to 1/10 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 British Virgin Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Ordinary Share, one Right and one Redeemable Warrant BRLIU The Nasdaq Capital Market Ordinary Shares, no par value per share BRLI The Nasdaq Capital Market Rights, each right entitling the holder to 1/10 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39341 BRILLIANT ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | --- | --- | |----------------------------- ...