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 March 12, 2025

Menachem Shalom
Chief Executive Officer, Chief Financial Officer, and Director
Nukkleus Inc.
575 Fifth Ave, 14th Floor
New York, NY 10017

 Re: Nukkleus Inc.
 Form 10-K for Fiscal Year Ended September 30, 2024
 File No. 001-39341
Dear Menachem Shalom:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended September 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Gross Profit (Loss), page 52

1. Please tell us why your cost of general support services decreased
$25,000 monthly
 effective May 1, 2023. In addition, describe to us any remaining
obligations under the
 agreement with the supplier.
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Basis of Presentation, page F-8

2. On page F-34, you disclose that General Services Agreement that made up
100% of
 your revenues for your general support services segment was terminated
effective
 January 1, 2024. In addition, you disclose on page 2 that in November
2024 you
 entered into an agreement to sell DRFQ, which appears to make up 100% of
your
 financial services segment. Please tell us your considerations of these
components as
 held for sale or discontinued operations under ASC 205.
 March 12, 2025
Page 2
Adjustment of Prior Interim Period Financial Statements:, page F-8

3. We note your disclosure of improper accounting of losses on
extinguishment of
 obligations owed to affiliates during the three months ended December
31, 2023.
 While this appears to be one of the four errors you identified in Item
4.02 that was
 filed on Form 8-K on January 8, 2025, it is not clear why you do not
also disclose the
 other three errors you found. Furthermore, you state on Form 8-K that
the
 restatements are expected to materially impact the financial results for
the quarterly
 periods ended December 31, 2023, March 31, 2024, and June 30, 2024.
Please tell us:
 how you were able to gain comfort for the amounts reported for the
fiscal year
 ended September 30, 2024, despite not having resolved the errors
that you think
 materially misstated the financial results for the above interim
periods; and
 when you expect to amend Forms 10-Q affected and provide the
disclosures
 required under ASC 250-10-50.
Note 2 - Liquidity and Capital Resources, page F-9

4. You state here that the management believes that your current financial
resources are
 sufficient to fund your current twelve-month operating budget and
satisfy estimated
 liquidity needs for the twelve months period from the issuance of your
financial
 statements. Please resolve the inconsistency between this disclosure and
the
 substantial doubt expressed by your auditor regarding your ability to
continue as a
 going concern.

 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 action by the staff.

 Please contact Keira Nakada at 202-551-3659 or Angela Lumley at
202-551-3398 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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