[D] Nukkleus Inc. SEC Filing

Rhea-AI Filing Summary

Nukkleus Inc. filed a Form D for a Regulation D, Rule 506(b) offering of units (each unit: Series A Convertible Preferred Stock plus a common warrant to purchase 1.5 shares). The stated total offering size was $10,000,000, of which $10,000,000 has been sold and $0 remains. The minimum outside investment is $50,000. Sales commissions are estimated at $700,000 and the placement agent is Dawson James Securities, Inc. The issuer identifies its jurisdiction as Delaware, principal place of business at 575 Fifth Ave, New York, NY, and classifies itself in "Other Technology." Proceeds are to be used for working capital and to acquire Tiltan Software Engineering Ltd. and Star 26 Capital Inc. The CEO and director, Menachem Shalom, is an officer/director and controlling shareholder of Star 26 Capital Inc. The filing reports 2 investors and indicates the offering is not intended to last more than one year.

Positive

• Offering fully subscribed: The filing reports the entire $10,000,000 offering was sold, indicating capital was raised as planned.
• Clear use of proceeds: Proceeds are designated for working capital and two named acquisitions, providing transparency on intended capital deployment.

Negative

• Related-party concern: CEO/Director Menachem Shalom is an officer, director and controlling shareholder of one acquisition target (Star 26 Capital Inc.), creating a material conflict that requires robust governance.
• High estimated placement fees: Sales commissions of $700,000 (~7% of the offering) materially reduce net proceeds available for acquisitions and operations.
• Limited investor base disclosed: Only 2 investors are reported, which may indicate concentrated ownership or limited market distribution.

Insights

Securities Offering Specialist

TL;DR: A completed $10.0M Rule 506(b) unit offering with material related-party acquisition disclosure and significant estimated placement fees.

The offering shows full subscription of the $10,000,000 target and an estimated $700,000 in sales commissions (~7% of the offering), which is meaningful for investor economics and net proceeds. Use of proceeds names two acquisition targets, one of which is controlled by the CEO/director, creating a clear related-party transaction that requires appropriate disclosure and governance safeguards. The filing reports only two investors, a high minimum subscription of $50,000, and reliance on Rule 506(b), which limits general solicitation. These facts are material to assessing governance, conflicts, and capital availability for the stated acquisitions.

Corporate Governance / M&A Expert

TL;DR: Material related-party acquisition named; governance and conflict-of-interest oversight are key concerns.

The Form D explicitly states proceeds will fund acquisitions of Tiltan Software Engineering Ltd. and Star 26 Capital Inc. and discloses that CEO/Director Menachem Shalom is an officer, director and controlling shareholder of Star 26 Capital Inc. That direct link is a material governance point: transactions with entities controlled by officers require transparent valuation, independent review, and disclosure to avoid conflicts. The filing provides investor and fee details but does not include transaction economics or timelines, so materiality of the acquisitions to Nukkleus' strategy cannot be judged from this notice alone.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001787518

Brilliant Acquisition Corp

Compliance & Risk Management Solutions Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Nukkleus Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Nukkleus Inc.
Street Address 1		Street Address 2
575 FIFTH AVE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10017	646-257-4214

3. Related Persons

Last Name	First Name	Middle Name
Shalom	Menachem
Street Address 1	Street Address 2
c/o Nukkleus	575 Fifth Ave
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rokach	David
Street Address 1	Street Address 2
c/o Nukkleus	575 Fifth Ave
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kotaieva	Anastasiia
Street Address 1	Street Address 2
c/o Nukkleus	575 Fifth Ave 14th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nagar	Tomer
Street Address 1	Street Address 2
c/o Nukkleus	575 Fifth Ave 14th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Volodarsky	Aviya
Street Address 1	Street Address 2
c/o Nukkleus	575 Fifth Ave 14th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yeganeh	Reuven
Street Address 1	Street Address 2
c/o Nukkleus	575 Fifth Ave 14th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10017

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-09				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Units, with each Unit consisting of Series A Convertible Preferred Stock and Common Warrant to purchase one and one-half Warrant Shares

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $50,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Dawson James Securities, Inc	000130645
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
101 North Federal Highway, Suite 600
City	State/Province/Country	ZIP/Postal Code
Boca Raton	FLORIDA	33432
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
FLORIDA NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$10,000,000	USD	or Indefinite
Total Amount Sold	$10,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$700,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Proceeds will be used for working capital and the acquisitions of Tiltan Software Engineering Ltd. and Star 26 Capital Inc. Mr. Shalom, an officer and director of the issuer, is an officer, director and controlling shareholder of Star 26 Capital Inc.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Nukkleus Inc.	/s/ Shalom Menachem	Menachem Shalom	Chief Executive Officer, Director	2025-09-18

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What securities did NUKKW (Nukkleus Inc.) offer in this Form D?

The offering was for units, each consisting of Series A Convertible Preferred Stock and a common warrant to purchase 1.5 shares.

How much capital did Nukkleus Inc. raise in the offering?

The total offering amount was $10,000,000, with $10,000,000 reported as sold and $0 remaining.

What is the minimum investment for outside investors?

The minimum investment accepted from any outside investor is $50,000.

Who served as the broker-dealer or placement agent?

The filing lists Dawson James Securities, Inc. as the associated broker-dealer.

How will the proceeds be used according to the filing?

Proceeds are to be used for working capital and the acquisitions of Tiltan Software Engineering Ltd. and Star 26 Capital Inc..

Are there any related-party connections disclosed?

Yes. The filing discloses that Menachem Shalom, an officer and director of Nukkleus, is also an officer, director and controlling shareholder of Star 26 Capital Inc..