Form 8-K - Current report

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 17, 2024

Date of Report (Date of earliest event reported)

NUKKLEUS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

525 Washington Blvd. Jersey City, New Jersey		07310
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-791-4663

Brilliant Acquisition Corporation

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	NUKK	The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share	NUKKW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Changes in Registrant’s Certifying Accountant.

On January 17, 2024, Nukkleus Inc. (the “Company”) issued a press release to announce the signing of a Memorandum of Understanding (MOU), that contemplates a substantial increase in Nukkleus’ holdings in Jacobi Asset Management.

A copy of the press release, dated January 17, 2024, is included as Exhibit 99.1 to this report.

Item 9.01. Exhibits

The exhibits filed or furnished with this report are listed in the following Exhibit Index:

Exhibit No.		Description
99.1		Press Release dated January 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Nukkleus Inc. (Registrant)

Dated: January 17, 2024	By:	/s/ Emil Assentato
	Name:	Emil Assentato
	Title:	Chief Executive Officer

Exhibit 99.1

Nukkleus Signs MOU to Substantially Increase Holdings in Jacobi Asset Management

MOU Sets Stage for Nukkleus to Acquire Additional 16% in Jacobi, Europe’s First Approved Bitcoin Spot ETF, Elevating Total Holdings to Approx. 20%

NEW YORK, January 17, 2024 – Nukkleus Inc. (NASDAQ: NUKK), a pioneering force in the fintech industry, today announced the signing of a Memorandum of Understanding (MOU) as of January 16, 2024, that contemplates a substantial increase in Nukkleus’ holdings in Jacobi Asset Management (“Jacobi”).

Jacobi, distinguished as the sponsor of Europe’s only regulated and approved Bitcoin spot ETF traded on Euronext, represents a strategic alignment with Nukkleus’ vision and commitment to pioneering in the fintech industry. This partnership extends Nukkleus’ reach into innovative financial markets, complementing its diverse portfolio that includes breakthrough technologies in blockchain-powered payment solutions and digital asset management.

The MOU outlines a framework for Nukkleus to negotiate the acquisition of an additional 10% stake in Jacobi outright, as well as an option to acquire One Hoxton Holding Ltd, which would hold an additional 6% of Jacobi. This potential acquisition, combined with Nukkleus’ existing holdings, would increase Nukkleus’ total stake in Jacobi to approximately 20%. Furthermore, as part of the MOU, Nukkleus has been granted a right of first refusal in these negotiations.

The MOU is effective for a period of 90 days and may be extended by mutual agreement in writing. Completion of the proposed acquisition will be subject to successful completion of diligence and the negotiation and execution of definitive agreements.

“Increasing our stake in Jacobi Asset Management is a strategic move that aligns with Nukkleus Inc.’s vision of pioneering in the fintech industry. This investment underscores our commitment to leveraging innovative financial tools like blockchain and digital assets to transform and democratize the global financial landscape. We are not just keeping pace with the future of finance; we are actively shaping it to be more accessible, efficient, and inclusive,” said Emil Assentato, CEO and Chairman of Nukkleus.

Martin Bednall, CEO of Jacobi Asset Management commented: “We are excited by the prospect of deepening our relationship with Nukkleus through this MOU, supporting the growth of Jacobi. This step symbolizes our mutual commitment to innovation in the fintech sector. The potential increase in Nukkleus’ stake in Jacobi marks a significant milestone towards collaborative development and the advancement of regulated financial solutions in the market.”

About Nukkleus Inc.:

Nukkleus Inc. (NASDAQ: NUKK) is a dynamic fintech aggregator dedicated to revolutionizing the financial services industry. Through strategic acquisitions and technology development, Nukkleus is creating a comprehensive ecosystem that addresses the evolving needs of modern finance. As ‘A Gateway to the Future of Finance’, Nukkleus is committed to driving growth, fostering innovation, and setting new standards for efficiency, security, and inclusivity in the financial world. For more information about Nukkleus please visit: https://www.nukk.com/.

Financial Products and Services Disclaimer:

Investment in digital assets involves risks, including the lack of regulation and customer protections typical in other financial markets, and is subject to a changing regulatory environment. These assets may lack legal tender status and are not covered by deposit protection insurance. Past performance is not indicative of future results. Local laws and regulations may restrict your ability to transact with us, and some services may not be available in your jurisdiction (e.g., Jacobi Asset Management’s fund in the United States, Digital RFQ’s licensing). For detailed information on Nukkleus’ offerings and regulatory compliance, visit our EDGAR profile: https://www.sec.gov/edgar/browse/?CIK=1592782.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements as defined under U.S. securities laws. These statements, identified by words such as “will,” “believe,” “anticipate,” “contemplate,” “expect,” “estimate,” “intend,” “plan,” or their negatives or variations of these words, or similar expressions, are not guarantees of future performance and are subject to risks, uncertainties, and assumptions. Actual results may differ materially due to various factors, including our ability to benefit from the business combination, market competition, regulatory changes, and the risks inherent in our industry and operations. Forward-looking statements in this release are based on information available as of the release date and are subject to change. Except as required by law, we do not undertake to update these statements.

For further information please contact:

Nukkleus Investor Relations

IR@nukk.com

Cover	Jan. 17, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 17, 2024
Entity File Number	001-39341
Entity Registrant Name	NUKKLEUS INC.
Entity Central Index Key	0001787518
Entity Tax Identification Number	38-3912845
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	525 Washington Blvd.
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07310
City Area Code	212
Local Phone Number	791-4663
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Brilliant Acquisition Corporation
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NUKK
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Trading Symbol	NUKKW
Security Exchange Name	NASDAQ