Item 4.01. Changes in
Registrant’s Certifying Accountant.
On May 22, 2023, the Board of Directors
(the “Board”) of Nukkleus Inc. (the “Company”) approved the engagement of Gries and Associates, LLC (“Gries”)
as the Company’s new independent registered public accounting firm for the fiscal year ending September 30, 2023. The change will
be effective upon execution of an engagement letter. In connection with the selection of Gries, the Board dismissed Marcum LLP (“Marcum”)
as the Company’s independent registered public accounting firm on May 22, 2023.
Marcum was engaged by the Company on July
26, 2022. During the most recent fiscal year ended September 30, 2022, and the subsequent interim period through May 22, 2023, there were
no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Marcum on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in their reports, or (2) reportable events
(as defined in Item 304(a)(1)(v) of Regulation S-K), except as described below.
During the fiscal year ended September
30, 2022, there were reportable events within the meaning set forth in Item 304 (a)(1)(v) of Regulation S-K. As previously disclosed,
in connection with the audit of our financial statements as of and for the fiscal year ended September 30, 2022, the Company identified
material weaknesses in its internal control over financial reporting. The material weaknesses related to the following internal control
weaknesses: a) the Company has not sufficiently designed, implemented and documented internal controls at the entity level and across
the key business and financial processes to allow it to achieve complete, accurate and timely financial reporting and b) the Company has
not designed and implemented controls to maintain appropriate segregation of duties in our business processes and c) the Company utilizes
third party service providers in its financial services segment, for which the Company relies on for determining amounts pertaining to
revenue and cryptocurrency asset completeness, accuracy and existence. The third party service providers lack a key service organization
control report.
The audit report of Marcum on the Company’s
consolidated financial statements as of and for the fiscal year ended September 30, 2022, did not contain any adverse opinion or disclaimer
of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. Prior to the engagement of Marcum,
the previous independent registered public accounting firm engaged by the Company was Rotenberg Meril Solomon Bertiger & Guttilla,
P.C. For more information, please refer to the Form 8-K filed by the Company on July 29, 2022.
The Company has provided Marcum with a
copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission
(“SEC”), and has requested Marcum to furnish the Company with a letter addressed to the SEC stating whether or not it agrees
with the statements made herein, and if not, stating the reasons for their disagreement. A copy of Marcum’s letter dated May 26,
2023 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ended September
30, 2022 and September 30, 2021, and the subsequent interim period through May 24, 2023, neither the Company nor anyone on its behalf
has consulted Gries with respect to either (i) the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or the effectiveness
of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Gries concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions)
or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).