Nukkleus Inc. Files S-1 Registration Statement
Ticker: DFNSW · Form: S-1 · Filed: Feb 12, 2025 · CIK: 1787518
Sentiment: neutral
Topics: s-1, registration-statement, public-offering
TL;DR
Nukkleus Inc. just filed an S-1, looks like they're gearing up for a public offering.
AI Summary
Nukkleus Inc. filed an S-1 registration statement with the SEC on February 12, 2025, detailing its intention to offer securities. The company, formerly known as Brilliant Acquisition Corp., is incorporated in Delaware and operates in management consulting services. Its principal executive offices are located at 575 Fifth Ave, New York, NY 10017.
Why It Matters
This S-1 filing indicates Nukkleus Inc. is preparing to raise capital or conduct a public offering, which could significantly impact its future operations and stock availability.
Risk Assessment
Risk Level: medium — An S-1 filing is a preliminary step for a public offering, and the success and risks associated with it are not yet fully determined.
Key Numbers
- 333-284880 — SEC File Number (Identifies the specific SEC registration)
- 0001787518 — Central Index Key (Unique identifier for Nukkleus Inc. in SEC filings)
Key Players & Entities
- Nukkleus Inc. (company) — Registrant
- Brilliant Acquisition Corp. (company) — Former company name
- February 12, 2025 (date) — Filing date
- Delaware (location) — State of incorporation
- 8742 (number) — Standard Industrial Classification Code
- 38-3912845 (number) — IRS Employer Identification Number
- 575 Fifth Ave, 14th Floor New York, New York 10017 (address) — Principal executive offices
- 212-791-4663 (phone_number) — Business phone number
- Menachem Shalom (person) — Chief Executive Officer
FAQ
What is the purpose of this S-1 filing for Nukkleus Inc.?
The S-1 filing is a registration statement required by the SEC for companies planning to offer securities to the public, indicating Nukkleus Inc. is preparing for a potential stock offering.
When was this S-1 filing submitted to the SEC?
The S-1 filing was submitted to the SEC on February 12, 2025.
What was Nukkleus Inc.'s former company name?
Nukkleus Inc.'s former company name was Brilliant Acquisition Corp., with a name change occurring on September 9, 2019.
Where are Nukkleus Inc.'s principal executive offices located?
Nukkleus Inc.'s principal executive offices are located at 575 Fifth Ave, 14th Floor, New York, New York 10017.
What is Nukkleus Inc.'s Standard Industrial Classification (SIC) code?
Nukkleus Inc.'s SIC code is 8742, which corresponds to Services-Management Consulting Services.
Filing Stats: 4,701 words · 19 min read · ~16 pages · Grade level 15.3 · Accepted 2025-02-12 17:16:37
Key Financial Figures
- $0.0001 — 5 shares of our common stock, par value $0.0001 per share (the "Shares"), which include
- $21.45 — ported by the Nasdaq Capital Market was $21.45 per share. We are an "emerging growth
- $1,600,000 — will pay Nukkleus Limited a minimum of $1,600,000 per month. Due to non-payment by TCM un
- $312,500 — oup Note 1") in the principal amount of $312,500 to X Group Fund of Funds, a Michigan li
- $250,000 — ation of cash proceeds in the amount of $250,000. As an additional inducement to provide
- $2.00 — of common stock at a per share price of $2.00 for a term of five years that may be ex
- $500,000 — od"), to lend the Company an additional $500,000 in consideration of a convertible promi
- $125,000 — oup Note 2") in the principal amount of $125,000 to X Group in consideration of cash pro
- $100,000 — ation of cash proceeds in the amount of $100,000, which was funded on September 4, 2024.
- $771,085 — ding principal and interest totaling of $771,085 payable under the X Group Note 1 and th
- $2.41 — the X Group Warrant 2 was amended to be $2.41. East Asia On August 1, 2024, the Co
- $515,500 — Asia Note") in the principal amount of $515,500 to East Asia Technology Investments Lim
- $412,075 — ation of cash proceeds in the amount of $412,075. The East Asia Note bears interest of 1
- $10 million — the right to sell to the Investor up to $10 million of shares of its common stock, subject
Filing Documents
- ea0227272-s1_nukkleus.htm (S-1) — 3104KB
- ea022727201ex5-1_nukkleus.htm (EX-5.1) — 8KB
- ea022727201ex23-1_nukkleus.htm (EX-23.1) — 2KB
- ea022727201ex23-3_nukkleus.htm (EX-23.3) — 2KB
- ea022727201ex-fee_nukkleus.htm (EX-FILING FEES) — 11KB
- image_001.jpg (GRAPHIC) — 6KB
- image_002.jpg (GRAPHIC) — 3KB
- image_003.jpg (GRAPHIC) — 3KB
- ex23-1_001.jpg (GRAPHIC) — 3KB
- ex23-1_002.jpg (GRAPHIC) — 3KB
- ex23-3_001.jpg (GRAPHIC) — 21KB
- 0001213900-25-013050.txt ( ) — 11165KB
- nukk-20240930.xsd (EX-101.SCH) — 100KB
- nukk-20240930_cal.xml (EX-101.CAL) — 64KB
- nukk-20240930_def.xml (EX-101.DEF) — 468KB
- nukk-20240930_lab.xml (EX-101.LAB) — 832KB
- nukk-20240930_pre.xml (EX-101.PRE) — 499KB
- ea0227272-s1_nukkleus_htm.xml (XML) — 1113KB
RISK FACTORS
RISK FACTORS 11 DIVIDEND POLICY 45 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 57
BUSINESS
BUSINESS 78 MANAGEMENT 89
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 92
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 95 SELLING SHAREHOLDERS 96 PLAN OF DISTRIBUTION 97
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES 98 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 101 LEGAL MATTERS 106 EXPERTS 106 WHERE YOU CAN FIND MORE INFORMATION 106 INCORPORATION BY REFERNCE 106 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC"). Under this registration statement, the selling stockholders may sell from time to time in one or more offerings the shares of Common Stock described in this prospectus or otherwise as described under "Plan of Distribution". We have not, and the selling stockholders have not, authorized anyone to provide you with information other than the information that we have provided or incorporated by reference in this prospectus and your reliance on any unauthorized information or representation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our Common Stock. Our business, financial condition and results of operations may have changed since those dates. In this prospectus, unless otherwise noted, references to "the Company," "Nukkleus," "we," "us," and "our" refer to Nukkleus, Inc., and its subsidiaries. Neither we, nor any of our officers, directors, agents or representatives or underwriters, make any representation to you about the legality of an investment in our common stock. You should not interpret the contents of this prospectus or any free writing prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for t