Nukkleus 8-K: Match Financial Administration, Defense Acquisition Update

Rhea-AI Filing Summary

Item 8.01 – Subsidiary enters administration; DRFQ divested. On 29-Jul-25, UK subsidiary Match Financial Ltd. was placed into administration under the Insolvency Act 1986. Court-appointed administrators immediately executed a pre-pack sale of Match Financial’s entire holding in Digital RFQ Ltd. to newly formed Match Financial Holdings Ltd., owned by director Jamal Khurshid, for nominal consideration of £102,000.

The sale removes DRFQ from Nukkleus’s consolidation. Management states Match Financial contributed “negligible” revenue and assets, so it does not expect a material adverse impact on the group’s financial position or operations.

Strategic update – Star 26 Capital acquisition. The Company continues to seek shareholder approval for the December 2024 Securities Purchase Agreement and Call Option to acquire a controlling 51 % stake in Star 26 Capital Inc., which owns Israeli generator supplier Rimon and would advance Nukkleus’s defence-sector strategy.

Positive

• Exit of non-core, loss-making crypto payments asset may streamline operations and reduce regulatory burden.
• Continued pursuit of Star 26 Capital acquisition signals commitment to defence-sector diversification.

Negative

• Subsidiary insolvency and nominal £102k sale indicate prior strategy missteps and potential governance issues.
• Star 26 transaction still pending shareholder approval, leaving strategic pivot uncertain.

Insights

Financial Analyst

TL;DR: Non-core unit insolvent, divested for £102k; management says impact immaterial, focus shifts to pending defence acquisition.

Match Financial’s administration and rapid pre-pack exit of DRFQ crystallise the subsidiary’s limited value but also eliminate ongoing losses and regulatory overhead. Given management’s disclosure that revenue and assets were negligible, the event appears financially neutral; however, it underscores execution risk in earlier crypto-payment expansions. Attention now turns to securing shareholder consent for the Star 26 Capital purchase. If approved, that deal could pivot the company toward steadier defence-related cash flows, partially offsetting the reputational sting of an insolvency.

Risk Analyst

TL;DR: Insolvency highlights governance risk; deal with related party at nominal price may face scrutiny despite low balance-sheet exposure.

The sole director who triggered administration also bought DRFQ through a newly incorporated entity, raising potential conflict-of-interest concerns. While the parent disclaims material impact, investors should monitor any write-offs, UK regulatory feedback, and whether the move affects Nasdaq perception. The delayed Star 26 vote prolongs transaction risk; failure to close would leave growth narrative weakened.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2025

NUKKLEUS INC.
(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

575 Fifth Avenue, 14^th Floor

New York, New York 10017

(Address of principal executive offices)

212-791-4663

(Registrant’s telephone number, including area code)

Not Applicable

(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 to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $92.00 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Other Events.

On November 8, 2024, Nukkleus Inc. (the “Company”), Mr. Khurshid and Match Financial Limited (“Match Financial”), a wholly-owned subsidiary of the Company entered a settlement agreement. This agreement contemplated the sale of Match Financial’s shares in Digital RFQ Limited (“DRFQ”) to Mr. Khurshid subject to the Company obtaining shareholder approval.

Match Financial, incorporated on March 6, 2019, operates as a holding company and is the sole shareholder of DRFQ, an FCA-registered electronic money directive agent specializing in cross-border digital payments utilizing blockchain technology. The Company acquired Match Financial in 2021 as part of its strategy to expand in the financial technology and cryptocurrency sectors. Match Financial holds minimal assets beyond its investment in DRFQ.

On August 5, 2025, the Company was notified that on July 29, 2025, Match Financial was placed into administration in the United Kingdom pursuant to the Insolvency Act 1986 resulting in the appointment of two administrators (the “Administrators”). The administration was initiated by the sole director of Match Financial, Jamal Khurshid. According to the notice sent to the Company, on July 29, 2025, the Administrators completed a pre-packaged sale of Match Financial’s entire shareholding in DRFQ to Match Financial Holdings Limited, a newly formed entity owned by Mr. Khurshid, for nominal consideration of £102,000. The transaction results in the divestiture of DRFQ.

The Company does not expect the administration of Match Financial to have a material adverse impact on its consolidated financial position or operations, as Match Financial contributed negligible revenue and assets to the Company.

The Company continues to pursue its defense business related initiatives. The Company is presently seeking shareholder approval of the Securities Purchase Agreement and Call Option (the “Star Agreement”) with Star 26 Capital Inc. (“Star”) initially entered in December 2024 with the shareholders of Star (“Star Equity Holders”) and an officer of the Company, acting in his capacity as the representative of the Star Equity Holders, to acquire a controlling 51% interest in Star, a Nevada Corporation, owning 100% of Rimon, an Israeli corporation engaged as a supplier of generators for “iron dome” launchers and other defense products.

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SIGNATURE

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.
Date: August 8, 2025	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

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FAQ

Why was Nukkleus subsidiary Match Financial placed into administration?

The sole director initiated administration under the UK Insolvency Act 1986 on 29-Jul-25; specific financial distress details were not disclosed.

How much did Digital RFQ sell for and who purchased it?

Administrators sold Match Financial’s entire DRFQ stake to Match Financial Holdings Ltd., owned by Jamal Khurshid, for £102,000.

Will the DRFQ divestiture materially impact NUKK’s financials?

Management states Match Financial contributed negligible revenue and assets; therefore, no material adverse impact is expected.

What is the status of the Star 26 Capital acquisition?

Nukkleus is currently seeking shareholder approval to acquire 51 % of Star 26 Capital Inc.; the agreement was originally signed in Dec 2024.

What securities of Nukkleus are listed on Nasdaq?

Common Stock (ticker NUKK) and Warrants exercisable at $92.00 (ticker NUKKW) are listed on The Nasdaq Stock Market LLC.