| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Nukkleus Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
67054R104 (CUSIP Number) |
12/19/2024 (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. | 67054R104 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,166,665.00 | ||||||||
| 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 |
Comment for Type of Reporting Person:
The number of securities reported in rows (5), (7) and (9) consists of (i) 230,000 shares of common stock, (ii) 1,436,666 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) 2,499,999 shares of common stock issuable upon exercise of warrants ("Warrants") sold by the Issuer to the Reporting Person on December 18, 2024. The securities reported in rows (5), (7) and (9) show the number of shares of common stock that would be issuable upon full exercise of such reported securities and do 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 rows (5), (7) and (9).
The percentage set forth in row (11) 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 4,660,431 shares of common stock, which includes (i) 3,222,931 shares of common stock outstanding as of December 18, 2024, (ii) 230,000 shares of common stock issued to the Reporting Person and (iii) 1,437,500 shares of common stock issued to executive officers, directors and consultants.
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 row 11 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 row 11 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.
SCHEDULE 13G |
| CUSIP No. | 67054R104 |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,166,665.00 | ||||||||
| 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 |
Comment for Type of Reporting Person:
The number of securities reported in rows (5), (7) and (9) consists of (i) 230,000 shares of common stock, (ii) 1,436,666 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) 2,499,999 shares of common stock issuable upon exercise of warrants ("Warrants") sold by the Issuer to the Reporting Person on December 18, 2024. The securities reported in rows (5), (7) and (9) show the number of shares of common stock that would be issuable upon full exercise of such reported securities and do 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 rows (5), (7) and (9).
The percentage set forth in row (11) 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 4,660,431 shares of common stock, which includes (i) 3,222,931 shares of common stock outstanding as of December 18, 2024, (ii) 230,000 shares of common stock issued to the Reporting Person and (iii) 1,437,500 shares of common stock issued to executive officers, directors and consultants. 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 row 11 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 row 11 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.
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.: 67054R104 | |
| 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: 4,166,665 | |
| (b) | Percent of class: 9.99 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 4,166,665 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 4,166,665 | ||
| (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. |
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Exhibit
Information |
Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G |