Exhibit 10.1

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made as of August 28, 2025, by and among:

Mandragola Ltd., an Israeli company (Reg. No. 515123456), with its principal place of business at 12 Shlomo Ben Yosef, Tel Aviv, Israel (“Mandragola”);

Nukk Picolo Ltd., an Israeli company (Reg. No. 517090387), with its principal place of business at 5 Ha’mellaha St., Netanya, Israel (“Nukk Ltd.”), a wholly owned subsidiary of Nukkleus Inc.; and

Nukkleus, Inc., a Delaware corporation with its principal place of business at 575 Fifth Ave, 14th Floor, New York, NY 10017 (“NUKK U.S.”).

Each a “Party” and collectively the “Parties”.

RECITALS

WHEREAS, Mandragola possesses over 20 years’ experience in commercial aviation, European Union market activity, and defense sectors, including strategic presence and expertise in aircraft trading, leasing, familiarity with EU regulatory affairs, defense aerospace capabilities, and valuable industry connections;

WHEREAS, Mandragola’s management team believes that its experience in business development, operational expertise, and capital markets experience is essential to developing commercial aviation, EU market penetration, and defense opportunities;

WHEREAS, NUKK U.S. is a strategic acquirer and developer of businesses with significant growth potential in commercial defense, aerospace and aviation;

WHEREAS, Nukk Ltd. is a wholly owned operating subsidiary of NUKK U.S. through which NUKK U.S. desires to identify and exploit business opportunities in the foregoing fields;

WHEREAS, the Parties wish to establish a joint venture to jointly develop commercial aviation, and defense opportunities globally, with strategic focus on EU markets and NATO-aligned defense initiatives, including aircraft acquisition, modernization, leasing, repair facilities, and airline operations (collectively, the “Business”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

(a) Initial Capital Contribution. Mandragola shall provide the JV a line of credit of up to $1,500,000, to be used as working capital by the JV. Outstanding amounts under the Credit Line will be evidenced by the promissory note in the form attached as Appendix B.

(b) Mandragola shall provide to the JV access to its network of relationships for the pursuit of Business opportunities. Mandragola’s management team will consult with the JV Company as needed and as requested by the JV in the pursuit of Business opportunities.

(c) Nukk Ltd. shall provide to the JV access to its current and future subsidiaries’ technologies to be marketed to the JV customers.

The number of consideration shares to be issued to Mandragola shall be determined by dividing the agreed upon valuation of the JV Company immediately prior to the closing of the transaciton by the weighted average price of NUKK U.S.’ common stock during the three (3) trading day preceding the closing of the transaction. The legal form of trnsaciton shall be determined by NUKK U.S., and may include, inter alia, a share purchase transaction, an asset purchase transaction or a merger and be evidenced by legally binding agreement reflecting mutually agreeable terms and representations appropriate for transactions of this type.

In consideration for Mandragola’s efforts and its initial capital Capital contribution, NUKK U.S. shall issue to Mandragola (subject to board approval as required):

Mandragola represents and warrants as specified in Appendix E.

This JV aims to create a business framework to allow the parties to establish and operate a new business.

This Agreement and any of its clauses does not constitute and does not include any transfer of assets, IP, source code, trade secrets, employees, or technology.

All Business-related activities shall be conducted through the JV Company. Opportunities not pursued by the JV Board may be pursued independently by the presenting Party.

None of a party’s participating interests may be transferred without the consent of the other parties. Additional transfer restrictions are set forth in Appendix G.

Each Party agrees to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without the prior written consent of the other Party or the JV Company, as applicable

The obligations of confidentiality shall not apply to information that: (a) Is or becomes publicly available through no fault of the receiving Party; (b) Is already known to the receiving Party at the time of disclosure; (c) Is independently developed by the receiving Party; or (d) Is required to be disclosed by law or court order, provided the disclosing party is given reasonable notice.

The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

APPENDICES AND EXHIBITS

Appendix A - Business Activities

Three Core Pillars:

Geographic Priority: Primary operations in Israel and EU member states, with particular emphasis on Baltic, Central, and Eastern European markets

Appendix B - $Grid Promissory Note

to be attached

Appendix C – Warrant

to be attached

Appendix D Performance Warrant

to be attached

Appendix E—Securities Laws representations

Mandragola represents and warrants that it is not a “U.S. person”, as such term is defined in Regulation S as promulgated under the United States Securities Act of 1933, as amended.

LEGENDS

The certificates representing the shares acquired on the exercise of the Warrants will bear a legend in substantially the following form:

“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

Appendix D - Governance Provisions

Appendix G - Transfer Provisions