SCHEDULE: Esousa Group Holdings and Michael Wachs Maintain Significant 9.99% Stake in Nukkleus Inc.

Esousa Group Holdings LLC and Michael Wachs have disclosed a continued beneficial ownership of 9.99% in Nukkleus Inc., comprising common stock, pre-funded warrants, and warrants.

Summary

• Esousa Group Holdings LLC and Michael Wachs collectively beneficially own 3,792,205 shares of Nukkleus Inc. common stock.
• This ownership represents 9.99% of the company's outstanding common stock, based on 5,602,373 shares outstanding as of July 8, 2025.
• The total beneficial ownership includes 63,873 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.
• Both the pre-funded warrants and warrants were acquired from Nukkleus Inc. on December 18, 2024.
• The beneficial ownership is subject to limitations, specifically a 4.99% PFW Beneficial Ownership Limitation for pre-funded warrants (which can be increased to 9.99% upon notice) and a 9.99% Warrant Beneficial Ownership Limitation for warrants.
• Due to these limitations, the reporting persons could not exercise all of their pre-funded warrants or warrants as of the event date.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a 13G is a routine disclosure, the maintenance of a significant 9.99% stake by a major investor group suggests continued confidence in the company. The beneficial ownership limitations are a neutral compliance point rather than a negative sentiment driver.

Positives

• A significant beneficial ownership stake of 9.99% by Esousa Group Holdings LLC and Michael Wachs indicates continued investor confidence in Nukkleus Inc.
• The ability to increase the PFW Beneficial Ownership Limitation to up to 9.99% provides flexibility for the reporting person to potentially increase their exercisable stake in the future.

Negatives

• Beneficial ownership limitations (4.99% for pre-funded warrants, 9.99% for warrants) prevent the immediate full exercise of all warrants and pre-funded warrants, restricting the reporting person's ability to fully convert their holdings into common stock.

Risks

• The beneficial ownership limitations on pre-funded warrants (4.99%, extendable to 9.99%) and warrants (9.99%) mean that the reporting persons cannot fully exercise their holdings if it would exceed these thresholds, potentially limiting their influence or full realization of their investment.

Future Outlook

The reporting person has the option to increase the PFW Beneficial Ownership Limitation from 4.99% to up to 9.99% upon notice to the Issuer, which could lead to an increase in their exercisable stake in the future.

Industry Context

This filing indicates a significant, stable ownership stake by a key investor group in Nukkleus Inc., a common occurrence in publicly traded companies where institutional or strategic investors maintain substantial positions. Such disclosures provide transparency regarding major shareholders and can signal long-term commitment, which is generally viewed positively within the market.

Related Party Transactions

• The document discloses that Nukkleus Inc. sold pre-funded warrants and warrants to the reporting person (Esousa Group Holdings LLC and Michael Wachs) on December 18, 2024. While not explicitly labeled as a 'related party transaction' in the filing, this represents a direct transaction between the issuer and a significant beneficial owner.

Stakeholder Impact

• Shareholders: The disclosure of a significant and stable 9.99% beneficial ownership by Esousa Group Holdings LLC and Michael Wachs provides transparency regarding a major investor's stake, potentially signaling long-term commitment and stability. This can influence investor perception and confidence.

Next Steps

• The holder of the Pre-Funded Warrants may increase the PFW Beneficial Ownership Limitation to up to 9.99% upon notice to Nukkleus Inc.

Key Dates

Recommendation

Keywords

Nukkleus Inc., Esousa Group Holdings LLC, Michael Wachs, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Pre-Funded Warrants, SEC Filing, Investment, Shareholder Stake