Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 19, 2024

Date of Report (Date of earliest event reported)

NUKKLEUS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

525 Washington Blvd. Jersey City, New Jersey		07310
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-791-4663

Brilliant Acquisition Corporation

(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 of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	NUKK	The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share	NUKKW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2024, the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, expanded the Board from six members to seven members and appointed Colonel Derek Campbell to the Board, effective immediately. Mr. Campbell will hold office until the next annual meeting of the shareholders and until his successor has been elected or until his earlier resignation or removal.

Mr. Campbell’s background spans the energy, natural resources, infrastructure, security, and defense sectors. He currently serves as the Group Managing Partner of LVC Global Holdings, LLC, an international asset acquisition, investment, and consulting platform with a focus on Emerging and Frontier Markets, particularly Africa. As an accomplished business leader and a Colonel in the United States Marine Corps Reserves, Campbell previously held high-level positions in the U.S. military, including key roles in African countries such as Nigeria and South Sudan.

Mr. Campbell will participate in the Company’s standard compensation arrangements for non-employee directors, as more particularly described in the proxy statement/prospectus filed with the Securities and Exchange Commission on November 14, 2023.

There is no arrangement or understanding between Mr. Campbell and any other person pursuant to which Mr. Campbell was elected as a director of the Company.

Item 7.01 Regulation FD Disclosure.

On January 26, 2024, the Company issued a press release announcing the appointment of Mr. Campbell to the Board of the Company. A copy of the press release filed with this Current Report on Form 8-K as Exhibit 99.1.

The information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Exhibits

The exhibits filed or furnished with this report are listed in the following Exhibit Index:

Exhibit No.		Description
99.1		Press Release dated January 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. (Registrant)

Dated: January 26, 2024	By:	/s/ Emil Assentato
	Name:	Emil Assentato
	Title:	Chief Executive Officer

Exhibit 99.1

Nukkleus Appoints C. Derek Campbell to Board of Directors, Bolstering its Growing Footprint in Emerging Markets

Campbell, an experienced business leader with strong ties to emerging markets such as Africa, joins Nukkleus as it expands its global footprint

NEW YORK, January 26, 2024 -- Nukkleus Inc. (NASDAQ: NUKK), a pioneering force in the fintech industry, is pleased to announce the appointment of C. Derek Campbell, an experienced business leader with strong ties to the emerging financial markets, to its Board of Directors. Campbell's appointment comes on the heels of Nukkleus' recent strategic collaboration with Tantel Group to expand the company's footprint in the African B2B payments market.

Campbell brings a wealth of experience to the role, with a background that spans the energy, natural resources, infrastructure, security, and defense sectors. He currently serves as the Group Managing Partner of LVC Global Holdings, LLC, an international asset acquisition, investment, and consulting platform with a focus on Emerging and Frontier Markets, particularly Africa. As an accomplished business leader and a Colonel in the United States Marine Corps Reserves, Campbell previously held high-level positions in the U.S. military, including key roles in African countries such as Nigeria and South Sudan.

Campbell expressed his enthusiasm, stating, "I am excited to join Nukkleus and contribute to their mission of shaping the future of finance – particularly in the Emerging and Frontier Markets. Nukkleus' commitment to innovation and financial inclusion, as well as their dynamic approach to the financial services industry are truly commendable. I look forward to being part of this exciting journey."

Emil Assentato, CEO of Nukkleus, emphasized the significance of Campbell's appointment, stating, "The addition of Derek to our team underscores our commitment to delivering innovative solutions for global cross-border payment challenges. I am confident that his appointment, combined with our strategic collaboration with Tantel Group, positions us effectively to advance our presence in the African B2B payments market, reaffirming our dedication to driving positive change in the financial technology sector."

About Nukkleus Inc.:
Nukkleus Inc. (NASDAQ: NUKK) is a dynamic fintech aggregator dedicated to revolutionizing the financial services industry. Through strategic acquisitions and technology development, Nukkleus is creating a comprehensive ecosystem that addresses the evolving needs of modern finance. As 'A Gateway to the Future of Finance', Nukkleus is committed to driving growth, fostering innovation, and setting new standards for efficiency, security, and inclusivity in the financial world. For more information about Nukkleus please visit: https://www.nukk.com/.

Financial Products and Services Disclaimer:
Investment in digital assets involves risks, including the lack of regulation and customer protections typical in other financial markets, and is subject to a changing regulatory environment. These assets may lack legal tender status and are not covered by deposit protection insurance. Past performance is not indicative of future results. Local laws and regulations may restrict your ability to transact with us, and some services may not be available in your jurisdiction (e.g., Jacobi Asset Management's fund in the United States, Digital RFQ's licensing). For detailed information on Nukkleus' offerings and regulatory compliance, visit our EDGAR profile: https://www.sec.gov/edgar/browse/?CIK=1787518.

Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements as defined under U.S. securities laws. These statements, identified by words such as "will," "believe," "anticipate," "contemplate," "expect," "estimate," "intend," "plan," or their negatives or variations of these words, or similar expressions, are not guarantees of future performance and are subject to risks, uncertainties, and assumptions. Actual results may differ materially due to various factors, including our ability to benefit from the business combination, market competition, regulatory changes, and the risks inherent in our industry and operations. Forward-looking statements in this release are based on information available as of the release date and are subject to change. Except as required by law, we do not undertake to update these statements.

Contacts

For further information please contact:
Nukkleus Investor Relations
IR@nukk.com

Cover	Jan. 19, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 19, 2024
Entity File Number	001-39341
Entity Registrant Name	NUKKLEUS INC.
Entity Central Index Key	0001787518
Entity Tax Identification Number	38-3912845
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	525 Washington Blvd
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07310
City Area Code	212
Local Phone Number	791-4663
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Brilliant Acquisition Corporation
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NUKK
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Trading Symbol	NUKKW
Security Exchange Name	NASDAQ