SCHEDULE 13G/A: Esousa Group Holdings and Michael Wachs Disclose 9.99% Stake in Nukkleus Inc.

Esousa Group Holdings LLC and Michael Wachs have filed an amended Schedule 13G, revealing a beneficial ownership of 9.99% in Nukkleus Inc.'s common stock as of December 31, 2024.

Summary

• Esousa Group Holdings LLC and Michael Wachs jointly reported beneficial ownership of 3,958,332 shares of Nukkleus Inc. common stock.
• This ownership represents 9.99% of Nukkleus Inc.'s outstanding common stock.
• The reported shares include 230,000 shares of common stock, 1,353,333 shares issuable upon exercise of pre-funded warrants, and 2,374,999 shares issuable upon exercise of warrants.
• The pre-funded warrants and warrants were sold by Nukkleus Inc. to the reporting persons on December 18, 2024.
• Beneficial ownership is subject to limitations: pre-funded warrants have a 4.99% beneficial ownership limitation, and warrants have a 9.99% limitation, meaning not all could be exercised at the time of filing.
• The reporting persons certified that the securities were not acquired for the purpose of changing or influencing the control of Nukkleus Inc.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, providing no explicit positive or negative sentiment regarding the company's performance or outlook.

Positives

• The acquisition of a significant 9.99% stake by Esousa Group Holdings LLC and Michael Wachs could be interpreted as a vote of confidence in Nukkleus Inc.'s future prospects.
• The investment includes pre-funded warrants and warrants, indicating a long-term interest in the company's growth.

Risks

• The beneficial ownership limitations (4.99% for pre-funded warrants and 9.99% for warrants) restrict the immediate full exercise of all warrants, potentially limiting the reporting person's ability to fully convert their holdings into common stock at any given time.
• The actual number of shares beneficially owned, after giving effect to beneficial ownership limitations, is less than the reported number of securities, which could lead to a misunderstanding of the immediate exercisable stake.

Future Outlook

The document does not provide forward-looking statements or guidance regarding Nukkleus Inc.'s operational or financial performance. It focuses solely on the beneficial ownership stake of the reporting persons.

Management Comments

• Michael Wachs, Managing Member of Esousa Group Holdings LLC, certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Nukkleus Inc.

Industry Context

This filing is a standard disclosure of a significant ownership stake by an institutional investor and its principal, common in the financial industry. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may be viewed positively, potentially signaling confidence in the company's value.

Next Steps

• The undersigned agree to file jointly any future Schedule 13D or 13G statements until a statement terminating the joint filing agreement is filed with the SEC.

Key Dates

Keywords

Nukkleus Inc., Schedule 13G/A, beneficial ownership, Esousa Group Holdings LLC, Michael Wachs, common stock, warrants, pre-funded warrants, institutional investor, equity stake