M&A - Nukkleus Inc.

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025015333

Filing Summary: On February 14, 2025, Nukkleus Inc. approved a change in its fiscal year end from September 30 to December 31, effective for the fiscal year beginning January 1, 2024. This change will result in a transition period from October 1, 2024, to December 31, 2024, for which the Company will file a transition report on Form 10-K. The decision aims to align financial reporting with the calendar year to enhance operational efficiency, improve comparability with industry peers, and better serve shareholders' needs. Furthermore, this change is intended to align the fiscal year with that of Star 26 Capital Inc., the Company's proposed acquisition.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025013798

Filing Summary: Nukkleus Inc. is increasing its investment in Star 26 Capital Inc. from $15 million to $21 million as defined in an amendment to their Securities Purchase Agreement. This acquisition enables Nukkleus to secure a controlling 51% interest in Star, a defense acquisition company. The investment will consist of $5 million in cash, an exponential increase of the Investment Note from $10 million to $16 million, and an additional provision for lending $1.8 million to Star prior to closing. Moreover, if Star proceeds with its IPO or a direct listing, the purchase option for the remaining 49% equity will automatically expire. The CEO of Nukkleus is also a controlling shareholder and director of Star, establishing a significant interlinking of leadership between the two companies.

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Form Type: PRE 14A

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025013066

Filing Summary: Nukkleus Inc. is holding a Special Meeting of Stockholders to approve several proposals, including a significant acquisition deal referred to as the Star Purchase Proposal. The Star Purchase involves Nukkleus acquiring a 51% interest in Star Capital 26, Inc. (Star), entailing an investment totaling $21 million, which includes a mix of cash and stock. This acquisition will lead to the issuance of company stock that exceeds 20% of existing shares, necessitating stockholder approval under Nasdaq Listing Rules due to it constituting a change of control. Other proposals include the approval of the sale of Digital RFQ Limited, issuance of stock warrants, and the ratification of a 2025 Equity Incentive Plan. The Board of Directors endorses these transactions, believing they are in the best interest of the company and stockholders. The document details the voting procedures and the importance of shareholder participation in these critical corporate actions.

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Form Type: 10-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025011694

Filing Summary: Nukkleus Inc., formerly known as Brilliant Acquisition Corporation, completed a merger with Old Nukk, with the merger finalized on December 22, 2023. This merger allowed Nukkleus to transition into a financial technology company focused on providing blockchain-enabled technology solutions, following a series of strategic acquisitions including a 51% interest in Star 26 Capital Inc. The document outlines significant changes in the company’s structure, including past agreements and operational focuses, such as technology solutions for the foreign exchange trading industry and upcoming engagements in the defense sector. Key details include a terminated General Services Agreement with a primary customer due to non-payment, and ongoing efforts to optimize shareholder value through various financial instruments and potential acquisitions.

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Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025000734

Filing Summary: On December 27, 2024, Nukkleus Inc. entered into a Share Purchase Agreement providing for the sale of its wholly owned subsidiary, Digital RFQ Limited, to Jamal Khurshid, pending shareholder approval. The consideration for the sale is £1,000. This decision follows a prior Settlement Agreement whereby Match Financial Limited, another subsidiary of the Company, agreed to sell Digital RFQ Limited due to ongoing losses. The Company aims to refocus its efforts within the defense sector, believing this sale is in the best interest of its future operations.

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