SecProbe.io

United States securities and exchange commission logo
May 11, 2020
Emil Assentato
Chief Executive Officer
Nukkleus Inc.
525 Washington Boulevard
Jersey City, New Jersey 07310
Re:Nukkleus Inc.
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed January 14, 2020
File No. 0-55922
Dear Mr. Assentato:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2019
Item 1. Business
Systems and Services, page 4
1.We note the following disclosures regarding the services you provide:

•"the [MT4] Bridge allows for real time trade execution, reduced slippage, and access
to liquidity through the XW Liquidity Matrix;"

•"XWare Trader  is a proprietary platform for retail and institutional traders. It offers
fully customizable layouts including colors, layout manager and undocking of
windows. Advanced charting, 1 click trading, and automated execution for Algo
Traders are all embedded in a modern interface;"

•"Swordfish Trader : Swordfish Trader is a proprietary platform for retail and
institutional traders. It offers fully customizable layouts including colors, layout

 FirstName LastNameEmil Assentato
 Comapany NameNukkleus Inc.
 May 11, 2020 Page 2
 FirstName LastNameEmil Assentato
Nukkleus Inc.
May 11, 2020
Page 2
manager, and undocking of windows. Advanced charting, 1- click trading, and
automated execution for Algo Traders are all embedded in a modern interface.
Swordfish further offers risk management monitors unique from other trading
platforms. Nukkleus has also acquired the right to apply for a US federal copyright in
relation to Swordfish Trader."

In this regard, it appears that you may operate or facilitate foreign exchange trading via
the "Bridge" and platforms described above.  Therefore, please tell us what consideration
you have given to whether you may be required to register as a broker-dealer
under Section 15(b) of the Exchange Act, or a national securities exchange under Section
6 of the Exchange Act.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Investment – digital currency, page 17
2.We note your disclosure that you hold investments in digital currency, consisting of
Bitcoins and Ethereum.  In future filings, please amend your disclosure to clarify whether
you will continue to purchase and hold investments in digital currency, including whether
you plan to continue to invest in only Bitcoin or Ethereum, or intend to invest in
additional digital currencies.  See Item 303(a)(3)(ii) and Instruction 3 to Item 303(a) of
Regulation S-K.  Please also include risk factor disclosure, including but not limited
to: the volatility, fragmentation, potential for manipulation and general lack of regulation
of the secondary markets in which digital assets trade and the resulting liquidity, valuation
and earnings challenges; any risks and challenges related to the storage or custody of the
private key(s) granting access to the digital assets; and any risks and challenges created by
events on the underlying blockchain.
Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies
Fair value of financial instruments and fair value measurements , page F-9
3.It does not appear that bitcoin and ethereum are cash or financial assets as those terms are
defined in the FASB Codification Master Glossary, do not represent an ownership interest
in an entity, do not have original maturities of three months or less, and do present more
than insignificant risk of changes in value.  As such, please tell us your basis in GAAP for
recognizing investments in digital currency at fair value.  Please also describe the nature
and intent of your investment in such assets.  In addition, please tell us what consideration
you gave to whether bitcoin and ethereum represent intangible assets as defined in ASC
350.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameEmil Assentato
 Comapany NameNukkleus Inc.
 May 11, 2020 Page 3
 FirstName LastName
Emil Assentato
Nukkleus Inc.
May 11, 2020
Page 3
action by the staff.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Bill Thompson at (202) 551-
3344 if you have questions regarding comments on the financial statements and related
matters.  Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services