NUKK Nukkleus Inc

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

	FORM 12b-25	SEC FILE NUMBER 001-39341
		CUSIP NUMBER 67054R 104 67054R 112
	NOTIFICATION OF LATE FILING

 

(Check One):     ☒  Form 10-K   ☐  Form 20-F   ☐  Form 11-K  ☐   Form 10-Q   ☐   Form N-SAR   ☐  Form N-CAR

 

For Period Ended: September 30, 2023

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

 

For the Transition Period Ended: ________________________________________________________

 

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

 

PART I - REGISTRANT INFORMATION

 

Nukkleus Inc.

Full name of registrant

 

 

Former name if applicable

 

525 Washington Blvd.

Address of principal executive office

 

Jersey City, New Jersey 07310

City, state and zip code

 

 

PART II - RULE 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

 

		(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR, Form N-CSR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

  

PART III

NARRATIVE

 

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

 

The Company’s Annual Report on Form 10-K for the annual period ended September 30, 2023 cannot be filed within the prescribed time period because the Company’s auditor was recently acquired and requires additional time to review certain information required to be included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed on or before the 15^th calendar day following the prescribed due date.

 

Part IV

Other Information

 

(1) Name and telephone number of person to contact in regard to this notification

 

Emil Assentato, CEO		(212)		791-4663
(Name)		(Area Code)		(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

☒ Yes ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☐ Yes ☒ No

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

Nukkleus Inc.

Name of Registrant as Specified in Charter.

 

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: January 2, 2024	By:	/s/ Emil Assentato
		Emil Assentato
		Chief Executive Officer

 

 

3

 

---