Notification of inability to timely file Form 10-Q or 10-QSB



STYLE="font: 10pt Times New Roman, Times, Serif">













SECURITIES AND EXCHANGE COMMISSION




WASHING TON, D.C. 20549







FORM 12b-25





Commission File Number 000-55922





NOTIFICATION OF LATE FILING
















(

Check One

):





¨


Form 10-K



¨


Form 20-F



¨


Form 11-K






Form 10-Q



¨


Form N-SAR



¨


Form N-CAR







For Period Ended:


March 31, 2022









¨


Transition
Report on Form 10-K




¨


Transition
Report on Form 20-F




¨


Transition
Report on Form 11-K




¨


Transition
Report on Form 10-Q




¨


Transition
Report on Form N-SAR





For the Transition Period Ended: ________________________________________________________







Read Instruction (on back page) Before Preparing
Form. Please Print or Type.




Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.






If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:















PART I - REGISTRANT INFORMATION





Nukkleus Inc.











Full name of registrant















Former name if applicable





525 Washington Blvd.











Address of principal executive office





Jersey City, New Jersey 07310











City, state and zip code



















PART II - RULE 12b-25 (b) AND (c)







If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check
box if appropriate.)















T




(a)      The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;



(b)       The
subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR, Form N-CSR, or portion thereof, will
be filed on or before the 15

th

calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and



(c)      The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.






PART III



NARRATIVE





State below in reasonable detail the reasons why
Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.





The Company’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2022 cannot be filed within the prescribed time period because the Company
requires additional time for compilation and review to insure adequate disclosure of certain information required to be included in the
Form 10-Q. The Company’s Quarterly Report on Form 10-Q will be filed on or before the 5

th

calendar day following the
prescribed due date.






Part
IV




Other
Information





(1) Name and telephone number of person to contact in regard to this
notification





















Emil Assentato, CEO




(212)




791-4663



(Name)




(Area Code)




(Telephone Number)





(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).







Yes ☐ No





(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof?







Yes ☒ No





If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.



















Nukkleus Inc.



Name of Registrant as Specified in Charter.





Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.






















Date: May 17, 2022



By:



/s/
Emil Assentato





Emil Assentato





Chief Executive Officer
















The above information was disclosed in a filing to the SEC. To see the filing, click here.

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