Nukkleus Inc

Our audit committee pre-approves all services, including both audit and non-audit services, provided by our independent accountants. For audit services, each year the independent auditor provides our board of directors with an engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally accepted by the board of directors before the audit commences.

The independent auditor also submits an audit services fee proposal, which also must be approved by the board of directors before the audit commences.

On May 22, 2023, the Board of Directors of Old Nukk approved the engagement of Gries and Associates, LLC (“Gries”) as Old Nukk’s independent registered public accounting firm for the fiscal year ending September 30, 2023. The change was effective upon execution of an engagement letter. In connection with the selection of Gries, the Board dismissed Marcum LLP as Old Nukk’s independent registered public accounting firm on May 22, 2023. On November 3, 2023, Old Nukk was informed that Gries had sold its business to GreenGrowth CPAs (“GreenGrowth”). On November 5, 2023, Old Nukk engaged and executed an agreement with GreenGrowth, as the Old Nukk’s new independent accountant to replace Gries. As Gries was engaged by the Company on May 22, 2023, Gries has not issued a report on the Old Nukk’s financial statements. The Board of Directors of Old Nukk, acting as the audit committee, approved the decision to change independent accountants. During the fiscal years ended September 30, 2023, and through November 3, 2023, Old Nukk had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Gries on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Gries would have caused Gries to make reference thereto in connection with its report.

The following table sets forth the fees billed by our principal independent accountants for each of our last two fiscal years for the categories of services indicated.

*Audit fees.*Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K, review of our interim financial statements included in our Form 10-Q and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings or engagements.

*Audit-related fees.*Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”, review of our Forms 8-K filings and services that are normally provided by the accountant in connection with non-year-end statutory and regulatory filings or engagements.

*Tax fees.*Consists of professional services rendered by our accountants for tax compliance, tax advice, tax planning and the preparation of income tax returns.

*Other fees.*The services provided by our accountants within this category consisted of advice and other services relating to SEC matters, registration statement review, accounting issues and client conferences.

PART IV