Nukkleus Inc 2024年度报告

FORM10-K/A(Amendment No. 1) (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedSeptember 30,2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ 001-39341Commission file number Nukkleus Inc.(Exact name of registrant as specified in its charter) 575 Fifth Ave, 14thFloor,New York,New York10017(Address of principal executive offices)(Zip Code) 212-791-4663Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such fi les).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately$71,326,000as of January 23, 2025, based upon the closing stock price $28.50 per share reported for such date. State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. Explanatory Note:This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K ofNukkleus Inc. (the “Company,” “we,” “our,” “us” or “Nukk”) for the year ended September 30, 2024, as originally filed with theSecurities and Exchange Commission (the “SEC”) on February 10, 2025 (the “Original 10-K”). The purpose of this Amendment is toinclude information pertaining to the Company’s Policy for the Recovery of Erroneously Awarded Compensation. The Original 10-Kcontinues to speak as of the dates described in the Original 10-K, and we have not updated the disclosures contained therein to reflectany events that occurred subsequent to such dates. Accordingly, this Amendment should be read in conjunction with the Company’sfilings made with the SEC subsequent to the filing of the Original 10-K, as information in such filings may update or supersede certaininformation contained in this Amendment. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that involve a number of risks and uncertainties. Although our forward-lookingstatements reflect the good faith judgment of our management, these statements can be based only on facts and factors of which we arecurrently aware. Consequently, forward-looking statements are inherently subject to risks and uncertainties. Actual results andoutcomes may differ materially from results and outcomes discussed in the forward-looking statements. Forward-looking statements can be identified by the