Nukkleus (NUKK) CEO reports 8.26M-share beneficial stake

Rhea-AI Filing Summary

Menachem Shalom, Chief Executive Officer and Director of Nukkleus Inc., has filed a Schedule 13D reporting a significant ownership stake in the company. He may be deemed to beneficially own 8,260,369 shares of common stock, equal to about 26.0% of Nukkleus’s common stock when including warrants he holds. This consists of 3,242,010 shares of common stock and 5,018,359 shares issuable upon exercise of warrants at an exercise price of $1.50 per share.

Shalom received 500,000 shares and 750,000 shares on December 16, 2024 and November 13, 2025, respectively, as consideration for services. On January 12, 2026, in connection with Nukkleus’s acquisition of Star 26 Capital Inc., he received 1,992,010 shares and a five-year warrant for 5,018,359 shares. He also entered into a Call Option Agreement giving him the right, subject to conditions, to purchase 498,003 additional shares and warrants for 1,254,590 shares from Esousa Group Holdings LLC.

Insights

Equity ownership and governance analyst

Nukkleus’s CEO discloses a 26% economic and voting stake, aligning control and ownership.

Menachem Shalom, the CEO and a director of Nukkleus Inc., reports beneficial ownership of 8,260,369 shares of common stock, or about 26.0% of the company’s equity when including warrants. The position combines 3,242,010 outstanding shares with 5,018,359 shares issuable from warrants at an exercise price of $1.50 per share, giving him substantial voting and economic influence.

A large portion of this stake arose from the January 12, 2026 acquisition of Star 26 Capital Inc., where Shalom, as founder of Star 26, received 1,992,010 shares plus the five-year warrant for 5,018,359 shares. Earlier, he also received 500,000 and 750,000 shares in December 2024 and November 2025 as consideration for services, tying his compensation directly to equity.

The filing notes he may acquire or dispose of additional shares and that he holds a Call Option Agreement with Esousa Group Holdings LLC covering 498,003 shares and warrants for 1,254,590 shares at $1.50 per share, exercisable only after Esousa achieves $3,000,000 of gross sale proceeds. Actual future ownership levels will depend on whether he exercises these warrants and options and on any further transactions he undertakes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Nukkleus Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

67054R203

(CUSIP Number)

Menachem Shalom
575 Fifth Avenue, 14th Floor,
New York, NY, 10017
212-791-4663

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/16/2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 67054R203

1

Name of reporting person

Menachem Shalom

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,260,369.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,260,369.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,260,369.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This percentage is calculated based on (a) 26,810,118 shares of Common Stock issued and outstanding as of January 16, 2026 and 5,018,359 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Nukkleus Inc.
(c)	Address of Issuer's Principal Executive Offices: 575 Fifth Avenue, 14th Floor, New York, NEW YORK , 10017.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Menachem Shalom (the "Reporting Person").
(b)	The business address of the Reporting Person is 575 Fifth Avenue, 14th Floor, New York, New York 10017.
(c)	The Reporting Person's present principal occupation is serving as the Chief Executive Officer and a Director of the Issuer. The Reporting Person is also the founder of Star 26 Capital Inc., a Nevada corporation ("Star 26"), which was acquired by the Issuer on January 12, 2026. The Reporting Person also serves as Chief Executive Officer and Director of Motomova Inc. and SC II Acquisition Corp.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Israel.
Item 3.	Source and Amount of Funds or Other Consideration
	The shares of Common Stock reported herein were acquired by the Reporting Person as follows: (i) On December 16, 2024, the Issuer issued to the Reporting Person 500,000 shares of Common Stock in consideration for services. (ii) On November 13, 2025, the Issuer issued to the Reporting Person 750,000 shares of Common Stock in consideration for services. (iii) On January 12, 2026, in consideration for the sale of his ownership interest in Star 26 to the Issuer pursuant to an Amended and Restated Securities Purchase Agreement dated September 15, 2025 (the "Purchase Agreement"), the Reporting Person received 1,992,010 shares of Common Stock and a 5-year warrant to purchase 5,018,359 shares of Common Stock at an exercise price of $1.50 per share.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the securities reported herein in connection with his services to the Issuer and as a result of the Issuer's acquisition of Star 26. The Reporting Person serves as Chief Executive Officer and a Director of the Issuer and intends to continue in such capacity. The Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions specified in Items 4(a) through 4(j) of Schedule 13D, except as described herein. However, as an executive officer and director of the Issuer, the Reporting Person will participate in discussions and decision-making by the Issuer's Board of Directors regarding the Issuer's business, strategy, and operations. The Reporting Person may acquire additional shares of Common Stock, dispose of shares of Common Stock currently held, or take any other action with respect to his investment in the Issuer that he deems appropriate, subject to applicable securities laws and the Issuer's policies regarding insider trading.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person may be deemed to beneficially own an aggregate of 8,260,369 shares of Common Stock, representing approximately 26.0% of the outstanding shares of Common Stock of the Issuer. This amount consists of: (i) 3,242,010 shares of Common Stock; and (ii) 5,018,359 shares of Common Stock issuable upon exercise of warrants. The percentage calculation is based on (a) 26,810,118 shares of Common Stock outstanding as of January 16, 2026 and (b) 5,018,359 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person.
(b)	The Reporting Person has sole voting and dispositive power with respect to 8,260,369 shares of Common Stock and shared voting and dispositive power with respect to 0 shares of Common Stock.
(c)	On January 12, 2026, in consideration for the sale of his ownership interest in Star 26 to the Issuer pursuant to the Purchase Agreement, the Reporting Person received 1,992,010 shares of Common Stock and a 5-year warrant to purchase 5,018,359 shares of Common Stock at an exercise price of $1.50 per share.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person is a party to the Purchase Agreement described in Item 3 above, pursuant to which he received shares of Common Stock and warrants as consideration for the sale of his interest in Star 26. The warrants held by the Reporting Person are exercisable at $1.50 per share for a term of five years and are subject to the terms and conditions set forth in the form of Warrant attached to the Purchase Agreement. The Reporting Person is a party to the Call Option Agreement dated January 13, 2026 with Esousa Group Holdings LLC ("Esousa") pursuant to which the Reporting Person has the right to purchase from Esousa 498,003 shares of Common Stock and warrants to purchase 1,254,590 shares of Common Stock at a per share exercise price of $1.50. The right shall commence only after Esousa has sold a portion of said securities for gross proceeds equal to $3,000,000 (the "Satisfaction Date") and terminate upon the earlier of the parties agreeing in writing to its termination, when Esousa no longer holds the securities and 60 days after the Satisfaction Date. Except as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Amended and Restated Securities Purchase Agreement dated September 15, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on November 25, 2025) Exhibit B - Form of Warrant (incorporated by reference to Exhibit 10.2 to the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on November 25, 2025) Exhibit C - Call Option Agreement dated as of January 13, 2026 between Menachem Shalom and Esousa Group Holdings LLC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Menachem Shalom

Signature:	/s/ Menachem Shalom
Name/Title:	Menachem Shalom
Date:	01/20/2026

FAQ

What ownership stake in Nukkleus (NUKK) does Menachem Shalom report in this Schedule 13D?

Menachem Shalom reports beneficial ownership of 8,260,369 shares of Nukkleus common stock, representing approximately 26.0% of the company’s outstanding common stock when including his warrants.

How is Menachem Shalom’s 8,260,369-share beneficial ownership in Nukkleus (NUKK) composed?

His reported beneficial ownership consists of 3,242,010 shares of common stock and 5,018,359 shares issuable upon exercise of warrants with an exercise price of $1.50 per share.

How did Menachem Shalom acquire his Nukkleus (NUKK) shares and warrants?

He received 500,000 shares on December 16, 2024 and 750,000 shares on November 13, 2025 as consideration for services, and on January 12, 2026 he received 1,992,010 shares and a five-year warrant for 5,018,359 shares at $1.50 per share in exchange for his ownership interest in Star 26 Capital Inc.

What role does the Star 26 acquisition play in Menachem Shalom’s Nukkleus (NUKK) stake?

In connection with Nukkleus’s acquisition of Star 26 Capital Inc. on January 12, 2026, Shalom received 1,992,010 shares of common stock and a five-year warrant to purchase 5,018,359 shares at $1.50 per share, which forms the largest part of his beneficial ownership.

What is the Call Option Agreement between Menachem Shalom and Esousa related to Nukkleus (NUKK)?

Under a Call Option Agreement dated January 13, 2026, Shalom has the right, subject to conditions, to purchase from Esousa Group Holdings LLC 498,003 shares of common stock and warrants to purchase 1,254,590 shares at an exercise price of $1.50 per share after Esousa has sold certain securities for $3,000,000 in gross proceeds.

What voting power does Menachem Shalom have over his Nukkleus (NUKK) holdings?

The filing states that Menachem Shalom has sole voting and dispositive power over 8,260,369 shares of Nukkleus common stock and no shared voting or dispositive power.

Does Menachem Shalom indicate any specific plans for his Nukkleus (NUKK) holdings?

He states he has no present plans or proposals that would result in actions listed in Items 4(a)–4(j) of Schedule 13D, but as an executive officer and director he will participate in board discussions on Nukkleus’s business and may acquire or dispose of shares as he deems appropriate, subject to securities laws and company insider trading policies.