Nukkleus Inc.

During the quarter ended June 30, 2025, no director or officer adopted orterminated (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408 of Regulation S-K.

On November 8, 2024, the Company, Jamal Khurshid and Match Financial Limited (“Match Financial”), a wholly-owned subsidiary of the Company entered a settlement agreement. This agreement contemplated the sale of Match Financial’s shares in Digital RFQ Limited (“DRFQ”) to Mr. Khurshid subject to the Company obtaining shareholder approval.

Match Financial, incorporated on March 6, 2019, operates as a holding company and is the sole shareholder of DRFQ, an FCA-registered electronic money directive agent specializing in cross-border digital payments utilizing blockchain technology. The Company acquired Match Financial in 2021 as part of its strategy to expand in the financial technology and cryptocurrency sectors. Match Financial holds minimal assets beyond its investment in DRFQ.

On August 5, 2025, the Company was notified that on July 29, 2025, Match Financial was placed into administration in the United Kingdom pursuant to the Insolvency Act 1986 resulting in the appointment of two administrators (the “Administrators”). The administration was initiated by the sole director of Match Financial, Jamal Khurshid. According to the notice sent to the Company, on July 29, 2025, the Administrators completed a pre-packaged sale of Match Financial’s entire shareholding in DRFQ to Match Financial Holdings Limited, a newly formed entity owned by Mr. Khurshid, for nominal consideration of £102,000. The transaction results in the divestiture of DRFQ.

The Company does not expect the administration of Match Financial to have a material adverse impact on its consolidated financial position or operations, as Match Financial contributed negligible revenue and assets to the Company.

The Company continues to pursue its defense business related initiatives. The Company is presently seeking shareholder approval of the Securities Purchase Agreement and Call Option (the “Star Agreement”) with Star 26 Capital Inc. (“Star”) initially entered in December 2024 with the shareholders of Star (“Star Equity Holders”) and an officer of the Company, acting in his capacity as the representative of the Star Equity Holders, to acquire a controlling 51% interest in Star, a Nevada Corporation, owning 100% or Rimon, an Israeli corporation engaged as a supplier of generators for “iron dome” launchers and other defense products.

On August 11, 2025, the Company entered into a settlement agreement with the current holder (the “Holder”) of the August 2024 Note and August 2024 Warrant. Pursuant to the terms of the settlement agreement, the Holder agreed to waive all events of default in relation to the August 2024 Note. Additionally, the Holder agreed to convert the August 2024 Note into 243,155 shares of common stock based on the post-reverse stock split conversion price of $2.50 per share. In consideration of such waiver and conversion, the Company agreed to issue to the Holder a pre-funded warrant to purchase 1,702,088 shares of the Company’s common stock. Furthermore, on August 11, 2025, the Company agreed to exchange the August 2024 Warrant for a new warrant (the “Exchange Warrant”) in form and substance similar to the August 2024 Warrant, provided that such Exchange Warrant permitted the Holder to exercise such Exchange Warrant on a cashless basis. The Holder then exercised the Exchange Warrant on a cashless basis, resulting in an issuance of 123,860 shares of the Company’s common stock.