[SCHEDULE 13G/A] Nukkleus Inc. Warrants SEC Filing

Rhea-AI Filing Summary

Schedule 13G/A Amendment No. 1 highlights a new 9.99% position in Veritone, Inc. (VERI) by Esousa Group Holdings LLC and its managing member Michael Wachs. The filing, triggered by a 30 June 2025 event, discloses beneficial ownership of 9,928,303 common shares, which includes shares issuable upon exercise of pre-funded warrants. The warrants carry a 9.99% beneficial-ownership cap, so the reporting persons cannot exercise the full warrant tranche if doing so would push them above that threshold.

The ownership percentage is calculated against 54,005,035 shares outstanding as of 27 June 2025 plus 6,452,293 shares issued in a registered direct offering completed on 30 June 2025, bringing the assumed total to roughly 60.46 million shares. Esousa/Wachs report sole voting and dispositive power over all 9.93 million shares and no shared power.

The certification states the securities were not acquired to influence or change control of the issuer. No group arrangements, additional subsidiaries, or control persons are identified, and there are no indications of intent to seek board representation.

Key takeaways for investors:

• A single holder has accumulated just under 10% of Veritone, signaling a potentially influential but non-controlling stake.
• The position was built partly via recently issued shares and pre-funded warrants, implying fresh capital for the company but also incremental dilution for existing shareholders.
• The 9.99% cap provides a self-limiting mechanism, curbing future upward pressure on ownership concentration without further filings.

Positive

• Significant new investor: Esousa Group Holdings has taken a near-10% stake, signalling confidence in Veritone’s prospects.
• Additional capital injection: The stake was partly obtained through a registered direct offering, implying fresh funds for corporate use.

Negative

• Share dilution: The issuance of 6.45 million new shares and potential warrant exercises increase Veritone’s share count, diluting existing holders.

Insights

Securities Analyst

TL;DR: A new 9.99 % shareholder emerges via direct offering and warrants; influence modest, dilution modest.

The filing confirms Esousa Group Holdings and Michael Wachs as the beneficial owner of roughly 9.93 million VERI shares, equal to 9.99 % of the enlarged share count. Because the stake derives partly from pre-funded warrants capped at the same 9.99 % limit, any future warrant exercise will be gated, muting near-term ownership escalation. From a capital-markets lens, the direct offering adds liquidity to Veritone, while the dilution—about 11.9 % versus the 54.0 million pre-offering shares—is already reflected. The lack of control intent and the sole-power designation suggest passive investment motives. Overall impact on valuation is limited; the market may view the participation of an outside investor as moderately supportive, offset by share dilution.

Corporate Governance Expert

TL;DR: Sub-10% holding avoids control thresholds; governance risk minimal.

Esousa/Wachs intentionally capped their stake below 10 %, sidestepping change-of-control regulations and poison-pill triggers common in tech firms. Their certification disclaims control intent, and no group or activist language appears. Sole voting and dispositive power give them flexibility, yet without collaborative partners their influence is largely limited to voting that 9.99 % block. Existing shareholders should monitor any subsequent warrant exercises or Section 13D conversions, but at present governance dynamics remain stable.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Nukkleus Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67054R203

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 67054R203

1

Names of Reporting Persons

Esousa Group Holdings LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,792,205.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,792,205.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,792,205.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 67054R203

1

Names of Reporting Persons

Michael Wachs

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,792,205.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,792,205.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,792,205.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nukkleus Inc.
(b)	Address of issuer's principal executive offices: 525 Washington Blvd. Jersey City, NJ, 07310
Item 2.
(a)	Name of person filing: Esousa Group Holdings LLC and Michael Wachs.
(b)	Address or principal business office or, if none, residence: 211 East 43rd Street, Suite 402 New York, NY 10017
(c)	Citizenship: Esousa Group Holdings LLC is a New York limited liability company and Mr. Wachs is a U.S. citizen.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 67054R203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,792,205. This amount consists of (i) 63,873 shares of common stock, (ii) 1,353,333 shares of common stock issuable upon exercise of pre-funded warrants ("Pre-Funded Warrants") sold by the Issuer to the Reporting Person on December 18, 2024 and (iii) 2,374,999 shares of common stock issuable upon exercise of warrants ("Warrants") sold by the Issuer to the Reporting Person on December 18, 2024. This amount reflects the number of shares of common stock that would be issuable upon full exercise of such reported securities and does not give effect to applicable beneficial ownership limitations. Therefore, the actual number of shares of common stock beneficially owned by the Reporting Person, after giving effect to such beneficial ownership limitations, is less than the number of securities reported in this Item 4(a).
(b)	Percent of class: 9.99%. This percentage assumes the issuance of shares of common stock upon exercise of the Pre-Funded Warrants and Warrants, which are subject to, respectively, the PFW Beneficial Ownership Limitation and the Warrant Beneficial Ownership Limitation (each as defined below), and is based on 5,602,373 shares of common stock outstanding as of July 8, 2025. Pursuant to the terms of the Pre-Funded Warrants, the Issuer cannot issue shares of common stock to the Reporting Person, and the Reporting Person cannot exercise the Pre-Funded Warrants, to the extent that the Reporting Person would beneficially own, after any such issuance or exercise, more than 4.99% of the then issued and outstanding shares of common stock (the "PFW Beneficial Ownership Limitation"), and the percentage set forth in this Item 4(b) gives effect to the PFW Beneficial Ownership Limitation. Consequently, due to the PFW Beneficial Ownership Limitation, as of the date of the event which requires filing of this statement, the Reporting Person could not exercise all of the Pre-Funded Warrants. The holder of the Pre-Funded Warrants, upon notice to the Issuer, may increase the PFW Beneficial Ownership Limitation to up to 9.99% Pursuant to the terms of the Warrants, the Issuer cannot issue shares of common stock to the Reporting Person, and the Reporting Person cannot exercise the Warrants, to the extent that the Reporting Person would beneficially own, after any such issuance or exercise, more than 9.99% of the then issued and outstanding shares of common stock (the "Warrant Beneficial Ownership Limitation"), and the percentage set forth in this Item 4(b) gives effect to the Warrant Beneficial Ownership Limitation. Consequently, due to the Warrant Beneficial Ownership Limitation, as of the date of the event which requires filing of this statement, the Reporting Person could not exercise all of the Pre-Funded Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,792,205. See Item 4(a).
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3,792,205. See Item 4(a).
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Esousa Group Holdings LLC

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs/Managing Member
Date:	07/15/2025

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	07/15/2025

Exhibit Information

Exhibit A - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G

FAQ

How many Veritone (VERI) shares does Esousa Group Holdings own?

The filing reports 9,928,303 shares beneficially owned, including shares issuable upon warrant exercise.

What percentage of Veritone’s outstanding stock is held by Esousa/Wachs?

They report owning 9.99 % of the common stock.

Does the 9.99 % stake include warrants?

Yes. The total comprises common shares and pre-funded warrants, subject to a 9.99 % ownership cap.

When did the transaction triggering this Schedule 13G/A occur?

The relevant event date is 30 June 2025.

Are Esousa Group Holdings and Michael Wachs seeking control of Veritone?

No. Their certification states the securities were not acquired to influence or change control of the issuer.

What is the CUSIP number for Veritone’s common stock?

The CUSIP listed is 92347M100.