Dismissal of BT Prime


previously disclosed, on April 16, 2020, Nukkleus Inc. (“Nukkleus” or the “Company”) was named as a defendant
in the Adversary Proceeding (the “BT Prime Litigation”) filed in the United States Bankruptcy Court for the District of Massachusetts
(Case No. 15-10745-FJB; Adversary Proceeding No. 16-01178) titled In re: BT Prime Ltd (“BT Prime”). On May 31, 2022, the BT
Prime Litigation was dismissed with prejudice by the bankruptcy court as to Nukkleus.


BT Prime Litigation was brought by BT Prime against Boston Technologies Powered by Forexware LLC f/k/a Forexware LLC (“Forexware”),
Currency Mountain Holdings LLC, Currency Mountain Holdings Limited f/k/a Forexware Malta Holdings Ltd., FXDirectDealer, LLC, FXDD Malta
Ltd., Nuk kleus, Nukkleus Bermuda Limited and Currency Mountain Holdings Bermuda, Ltd. BT Prime sought, amongst other relief, a determination
that the defendants were liable for all of the debts of BT Prime stemming from its bankruptcy proceedings, and sought to recover certain
amounts transferred to Forexware and FXDD Malta prior to the initiation of the bankruptcy case. In the sole claim asserted against Nukkleus,
BT Prime alleged that Nukkleus acquired certain technology assets from Forexware and is a continuation of the business of Forexware and
a successor-in-interest to Forexware. Based on this theory, BT Prime alleged that Nukkleus should be jointly and severally liable for
any liability attributable to Forexware or the other defendants, should the court eventually find any such liability. Although Nukkleus
acquired licenses from Forexware, Forexware maintained other assets and continued to operate a separate business, which Nukkleus believes
is the business that is pertinent to BT Prime’s allegations. Nukkleus has issued a limited guarantee of the obligations under a
settlement agreement among BT Prime and the defendants other than Nukkleus, limited to an amount equal to $2,050,000, which guarantee
is subject to release following payment by the defendants other than Nukkleus of their obligations under the settlement agreement. Nukkleus
management believes that the term of the limited guarantee will expire without any payment obligation or other cost to Nukkleus.


Disclaimer on Forward-looking Statements


This Current Report on Form 8-K contains
“forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934.  These include statements regarding the use of proceeds from the offerings. In some cases, you can identify
forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,”
“aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,”
“believe,” “estimate,” “predict,” “potential” or “continue” or the negative
of these terms or other similar expressions. The forward-looking statements in this release are only predictions. The Company has based
these forward-looking statements largely on its current expectations and projections about future events. These forward-looking statements
speak only as of the date of this release and are subject to a number of risks, uncertainties and assumptions, some of which cannot be
predicted or quantified and some of which are beyond the Company’s control. Except as required by applicable law, the Company does
not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future
events, changed circumstances or otherwise.







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.







Date: June 1, 2022


/s/ Emil Assentato



Emil Assentato



President and Chief Executive Officer






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