Nukkleus Inc. Files Definitive Additional Materials

TL;DR

Nukkleus Inc. filed proxy docs, no fee. All good.

AI Summary

Nukkleus Inc. filed a Definitive Additional Materials filing (DEFA14A) on December 11, 2025. This filing relates to proxy materials and indicates no fee was required for this submission. The company's principal executive offices are located at 575 Fifth Avenue, New York, NY.

Why It Matters

This filing is a regulatory update for Nukkleus Inc., providing additional materials related to their proxy statement, which is important for shareholders to stay informed about company governance and voting matters.

Risk Assessment

Risk Level: low — This filing is a routine regulatory submission for proxy materials and does not contain information that inherently increases risk.

Key Players & Entities

• Nukkleus Inc. (company) — Registrant
• Brilliant Acquisition Corp (company) — Former Company Name
• 575 Fifth Avenue, 14th Floor, New York, NY 10017 (location) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — Company’s common stock, par value $0.0001 per share, subsequent to September 30,
• $21,000,000 — capital of Star in consideration of (i) $21,000,000, to be paid by a 12-month $16,000,000 p
• $16,000,000 — ) $21,000,000, to be paid by a 12-month $16,000,000 promissory note and the balance in $5,0
• $5,000,000 — ,000 promissory note and the balance in $5,000,000 cash, less any amounts lent to Star fro
• $1.50 — s common stock for an exercise price of $1.50 per share, (iv) $3,000,000 in cash and
• $3,000,000 — exercise price of $1.50 per share, (iv) $3,000,000 in cash and (v) a 6-month promissory no

Filing Documents

• ea0269280-defa14a_nukkleus.htm (DEFA14A) — 252KB
• 0001213900-25-120398.txt ( ) — 253KB

From the Filing

ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant Filed by Party other than Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Materials Pursuant to §240.14a-12 Nukkleus Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Nukkleus Inc. 575 Fifth Ave, 14th floor New York, New York 10017 212-791-4663 PROXY STATEMENT SUPPLEMENT Dated December 11, 2025 The following disclosures in this proxy supplement (the “Supplement”) supplement, and should be read in conjunction with, the disclosures contained in the definitive proxy Exchange Commission (the “SEC”) on November 24, 2025, which in turn should be read in its entirety. The Unaudited Pro Forma Condensed Combined Financial Statements contained in the Supplement amend and restate those provided for in the Definitive Proxy Statement. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged. Unless otherwise specified, page and section references listed below are references to pages and sections, respectively, in the Definitive Proxy Statement, not this Supplement. As provided in the Definitive Proxy Statement, the Company is seeking stockholder approval of, among other things, (i) the Star Purchase Proposal, (ii) the Warrant Shares Proposal, (iii) the ELOC Issuance Proposal and (iv) the Preferred Stock Conversion Issuance Proposal. Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. 1 UPDATES TO UNAUDITED CONDENSED COMBINED FINANCIAL The section titled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 37 of the Definitive Proxy shares of the Company’s common stock, par value $0.0001 per share, subsequent to September 30, 2025. 2 NUKKLEUS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL Star Acquisition On December 15, 2024, the Company entered into the Securities Purchase Agreement and Call Option, which was subsequently amended on each of February 11, 2025, May 13, 2025, June 15, 2025 and July 25, 2025. Said agreement, as amended, provided that the Company would acquire 51% of Star and the Star Equity Holders would grant the Company an option to purchase the balance of the equity. Mr. Shalom, who is the Chief Executive Officer and a director of the Company, is a controlling shareholder, Chief Executive Officer and a director of Star. On September 15, 2025, the parties executed and delivered the Amended and Restated Securities Purchase Agreement with Star, the Star Equity Holders and Menachem Shalom, the representative of such shareholders, to memorialize the proposed Transaction. Pursuant to the Star Agreement, the Company at closing will acquire 100% of the issued and outstanding capital of Star in consideration of (i) $21,000,000, to be paid by a 12-month $16,000,000 promissory note and the balance in $5,000,000 cash, less any amounts lent to Star from the Company since the Original Star Purchase Agreement, (ii) 4,770,340 shares of common stock of the Company (the “Shares”), (iii) a five-year warrant (the “Star Warrant”) to purchase an aggregate of 12,017,648 shares of the Company’s common stock for an exercise price of $1.50 per share, (iv) $3,000,000 in cash and (v) a 6-month promissory note in the principal amount of $3,000,000, which shall accrue interest at the rate of 8%.The Shares, Star Warrants, cash and the 6-month note will be assigned by Star to the Star Equity Holders pro ratably. If the Star Agreement is terminated as a result of the Company failing to perform or observe the covenants or agreements of the Company or if Company fails to maintain its listing on Nasdaq, Star shall be entitled to a payment from the Company in the amount of $3,000,000. The closing of the Transaction is subject to customary closing conditions, including approval by the Company’s shareholders as required under applicable Nasdaq listing rules. As a result of the above transaction, the Shares issued to Star and assigned to the Star

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