SCHEDULE: Esousa Group, Michael Wachs Disclose 9.9% Stake in Nukkleus

Esousa Group Holdings LLC and Michael Wachs have disclosed a 9.9% beneficial ownership stake in Nukkleus Inc., primarily through convertible preferred stock and warrants.

Summary

• Esousa Group Holdings LLC and Michael Wachs collectively beneficially own 4,974,390 shares of Nukkleus Inc. common stock.
• This represents 9.9% of the class of securities.
• The ownership includes 1,942,560 shares issuable upon conversion of 190 Series A Convertible Preferred Stock at an initial price of $4.89 per share.
• It also includes 3,031,830 shares issuable upon exercise of 190 common stock purchase warrants at an initial price of $5.405 per share.
• The Series A Preferred Stock and Common Warrants were acquired from Nukkleus Inc. on September 9, 2025.
• A beneficial ownership maximum of 9.9% prevents the reporting persons from converting or exercising their instruments if it would exceed this threshold.

Sentiment

Score: 7

Explanation: The disclosure of a significant stake by a known investment group and individual is generally positive, indicating investor confidence and a capital infusion for the company. The 9.9% beneficial ownership cap is a minor limiting factor for the investor but doesn't detract significantly from the overall positive signal of the investment itself.

Positives

• A significant institutional and individual investor, Esousa Group Holdings LLC and Michael Wachs, has taken a substantial stake in Nukkleus Inc., potentially signaling confidence.
• The acquisition of convertible preferred stock and warrants indicates a structured investment with potential for future equity conversion.

Negatives

• The 9.9% beneficial ownership maximum limits the immediate conversion or exercise of all preferred stock and warrants, potentially capping upside for the reporting person.

Risks

• The beneficial ownership maximum of 9.9% restricts the reporting person's ability to fully convert their Series A Preferred Stock and exercise their Common Warrants, which could impact their investment strategy or influence.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Nukkleus Inc. or the reporting persons regarding the company's future performance or strategic direction, beyond the inherent future potential of the convertible securities.

Industry Context

This Schedule 13G filing indicates a significant investment by Esousa Group Holdings LLC and Michael Wachs in Nukkleus Inc., a company whose business activities are not detailed in this specific filing. Such an investment could be seen as a vote of confidence in the company's prospects within its respective industry, potentially attracting further investor interest.

Stakeholder Impact

• Shareholders: Existing shareholders may view this as a positive signal of investor confidence and potential future growth, potentially influencing stock price.
• Company (Nukkleus Inc.): The capital raised from the sale of preferred stock and warrants provides funding for the company's operations or strategic initiatives.

Key Dates

Recommendation

This Schedule 13G filing indicates a significant investment by Esousa Group Holdings LLC and Michael Wachs in Nukkleus Inc. through convertible preferred stock and warrants. While the entry of a substantial investor is generally a positive signal, the filing itself does not provide enough fundamental financial or operational data to warrant a 'buy' or 'sell' recommendation. It primarily discloses ownership. Investors should 'hold' and await further company-specific financial reports and strategic updates to assess the full implications of this investment and the company's performance.

Keywords

Nukkleus Inc., Esousa Group Holdings, Michael Wachs, Schedule 13G, Beneficial Ownership, Common Stock, Convertible Preferred Stock, Warrants, Equity Stake, SEC Filing