UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 273, 2023

NUKKLEUS INC.
(Exact name of registrant as specified in its charter)

Delaware		000-55922		38-3912845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

525 Washington Blvd.

Jersey City, New Jersey 07310

(Address of principal executive offices)

212-791-4663

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 54.~~02.~~01 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Resignation~~On ofNovember ~~Craig~~3, 2023, Nukkleus Inc.. (the “Company”) ~~Marshak~~was asinformed ~~Director~~that Gries & Associates, LLC (“Gries”) had sold its business to GreenGrowth CPAs (“GreenGrowth”).

On ~~October 27~~November 5, 2023, ~~Craig~~the ~~Marshak,~~Company aengaged ~~member~~and ofexecuted an ~~the~~agreement ~~Board~~with ofGreenGrowth ~~Directors~~CPAs ~~of Nukkleus Inc.~~ (~~the~~ “~~Company~~GreenGrowth”), ~~notified~~as the Company’s ofnew ~~his~~independent accountant to replace Gries. Gries ~~resignation~~was ~~from~~previously engaged by the Company’s ~~Board~~as ofits ~~Directors~~independent ~~for~~registered ~~personal~~public ~~reasons,~~accounting ~~effective~~firm ~~October~~on 27May 22, 2023. ~~Mr.~~As ~~Marshak~~Gries ~~did~~was ~~not advise~~engaged by the Company ofon ~~any~~May ~~disagreement~~22, ~~with~~2023, ~~the~~Gries ~~Company~~has not issued a report on ~~any~~the ~~matter~~Company’s ~~relating~~financial tostatements. The ~~its~~Board ~~operations,~~of ~~policies~~Directors orof ~~practices.~~the ~~Mr.~~Company, ~~Marshak’s board~~acting ~~seat~~as ~~will~~the ~~remain~~audit ~~vacant~~committee, ~~until~~approved athe ~~replacement~~decision isto ~~appointed~~change independent accountants.

During the fiscal years ended September 30, 2022 and 2021, and through November 3, 2023, the Company 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.

~~SIGNATURE~~As Gries was engaged by the Company on May 22, 2023, during the fiscal years ended September 30, 2022 and 2021, and through November 3, 2023, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~Pursuant~~The Company requested Gries to furnish it with a letter addressed to the ~~requirements~~SEC ofstating whether or not Gries agrees with the ~~Securities Exchange~~above ~~Act~~statements ofand, ~~1934~~if it does not agree, the ~~registrant~~respects ~~has~~in ~~duly~~which ~~caused~~it does ~~this~~not ~~report~~agree. toA becopy ~~signed~~of onthe ~~its~~letter, ~~behalf~~dated byNovember ~~the~~10, ~~undersigned~~2023, ~~hereunto~~is ~~duly~~filed ~~authorized~~as Exhibit 16.1 to this current report on Form 8-K.

	NUKKLEUS INC.
Date: November 1, 2023	By:	/s/ Emil Assentato
	Name:	Emil Assentato
	Title:	President and Chief Executive Officer

During the Company’s fiscal years ended September 30, 2022 and 2021, and through November 5, 2023, neither the Company nor anyone on the Company’s behalf consulted with GreenGrowth regarding any of the following:

2(i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Gries concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
16.1		Letter from Gries & Associates, LLC

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUKKLEUS INC.

Date: November 10, 2023	By:	/s/ Emil Assentato
	Name:	Emil Assentato
	Title:	President and Chief Executive Officer

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