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UPLOAD Filing

T3 Defense Inc.
Date: June 30, 2025 · CIK: 0001787518 · Accession: 0000000000-25-006876

Internal Controls Financial Reporting Regulatory Compliance

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File numbers found in text: 001-39341

Date
June 30, 2025
Author
Division of
Form
UPLOAD
Company
T3 Defense Inc.

Letter

Re: Nukkleus Inc. Form 10-KT for Period Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-39341 Dear Menachem Shalom:

June 30, 2025

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

We have reviewed your filings 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-KT for Period Ended December 31, 2024 Item 9A. Controls and Procedures, page 56

1. In your both your Form 10-KT for the period ended December 31, 2024 and your Form 10-Q for the period ended March 31, 2025, you state your disclosure controls and procedures were effective. Please tell us in detail how your principal executive and financial officer was able to conclude your disclosure controls and procedures were effective as of December 31, 2024 and March 31, 2025, despite: the existence of a material weakness in your internal control over financial reporting on both dates and your inability to timely file these Forms 10-KT and 10-Q. Otherwise, amend your Form 10-KT for the period ended December 31, 2024 and your Form 10-Q for the period ended March 31, 2025 to state, if true, that your disclosure controls and procedures were not effective. Refer to Items 307 and 308(a)(3) of Regulation S-X, along with SEC Release No. 33-8809.

In addition, amend your Form 10-KT for the period ended December 31, 2024 to June 30, 2025 Page 2

explicitly state, if true, that your internal control over financial reporting is not effective. 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 Angela Lumley at 202-551-3398 or Rufus Decker at 202-551-3769 if you have any questions.

Sincerely,
Division of
Corporation Finance
Office of Trade
& Services

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 June 30, 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-KT for Period Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-39341
Dear Menachem Shalom:

 We have reviewed your filings 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-KT for Period Ended December 31, 2024
Item 9A. Controls and Procedures, page 56

1. In your both your Form 10-KT for the period ended December 31, 2024 and
your
 Form 10-Q for the period ended March 31, 2025, you state your disclosure
controls
 and procedures were effective. Please tell us in detail how your
principal executive
 and financial officer was able to conclude your disclosure controls and
procedures
 were effective as of December 31, 2024 and March 31, 2025, despite:
 the existence of a material weakness in your internal control over
financial
 reporting on both dates and
 your inability to timely file these Forms 10-KT and 10-Q.
 Otherwise, amend your Form 10-KT for the period ended December 31, 2024
and
 your Form 10-Q for the period ended March 31, 2025 to state, if true,
that your
 disclosure controls and procedures were not effective. Refer to Items
307 and
 308(a)(3) of Regulation S-X, along with SEC Release No. 33-8809.

 In addition, amend your Form 10-KT for the period ended December 31,
2024 to
 June 30, 2025
Page 2

 explicitly state, if true, that your internal control over financial
reporting is not
 effective.
 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 Angela Lumley at 202-551-3398 or Rufus Decker at
202-551-3769 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade
& Services
</TEXT>
</DOCUMENT>