Departure of Directors or Certain


 


Appointment
of Jamal Khurshid as Director


 


 On
April 26, 2022, the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”) appointed Jamal
“Jamie” Khurshid to serve as a member of the Board, with immediate effect, until such time as he resigns or is removed
and his successor appointed. There is no arrangement or understanding between Mr. Khurshid and the Company or any other person
pursuant to which he was elected as a director. Mr. Khurshid was previously appointed as the Company’s Chief Operating
Officer effective August 2, 2021.


 


As previously disclosed on the Company’s Annual Report on Form 10-K
filed on December 29, 2021, on May 24, 2021, the Company and the shareholders of Match Financial Limite d (the “Match Shareholders”),
a private limited company formed in England and Wales (“Match”), including Mr. Khurshid, entered into a Purchase and Sale
Agreement (the “Match Agreement”), pursuant to which the Company, on May 28, 2021, acquired 1,152 ordinary shares of Match
representing 70% of the issued and outstanding ordinary shares of Match in consideration of 70,000,000 shares of common stock of the Company
(the “Initial Transaction”). On May 28, 2021, the Company issued 100,000 shares of its common stock to the Match
Shareholders, including Mr. Khurshid, as consideration of an option commencing any time after the closing of the Initial Transaction to
acquire from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding
ordinary shares of Match for an additional 30,000,000 shares of common stock of the Company. On August 30, 2021, the Company
exercised its option pursuant to which it acquired from the Match Shareholders, including Mr. Khurshid, the balance of 493 ordinary shares
of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 shares of common stock of
the Company. The transactions contemplated by the Match Agreement constituted a “related-party transaction” as defined in
Item 404 of Regulation S-K because of Mr. Khurshid’s position as a Match Shareholder.


 


Also as previously disclosed on the Company’s Annual Report on Form
10-K filed on December 29, 2021, on October 20, 2021, the Company and the shareholders (the “Original Jacobi Shareholders”)
of Jacobi Asset Management Holdings Limited (“Jacobi”), including an entity or entities of which Mr. Khurshid is the beneficial
owner, entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire
5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 20,000,000 shares of common stock of the Company (the
“Transaction”). On December 15, 2021, the Company, the Original Jacobi Shareholders and shareholders of Jacobi that were assigned
their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”), including an entity or entities of
which Mr. Khurshid is the beneficial owner, entered into an Amendment to the Jacobi Agreement pursuant to which the Transaction would
be consummated between the Company and the New Jacobi Shareholders. The Transaction closed on December 15, 2021. Jacobi is a company focused
on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. The transactions
contemplated by the Jacobi Agreement constituted a “related-party transaction” as defined in Item 404 of Regulation S-K because
of Mr. Khurshid’s position as beneficial owner of one or more Original Shareholders and New Jacobi Shareholders.


 


There
are no other material plans, contracts or arrangements to which Mr. Khurshid is a party or in which he would participate being entered
into or adopted in connection with his appointment as a director of the Board.


 



1


 



 


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: April 26, 2022


By:


/s/
Emil Assentato



 


Name: 


Emil Assentato



 


Title:


President and Chief Executive
Officer



 


 


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