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
Date of Report (Date of earliest event reported):
February 23, 2023
BRILLIANT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
British Virgin Islands |
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001-39341 |
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N/A |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
99 Dan Ba Road, C-9, Putuo District,
Shanghai, Peoples Republic of China
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (86) 021-80125497
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Units, each consisting of one Ordinary Share, one Right and one Redeemable Warrant |
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BRLIU |
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The Nasdaq Stock Market LLC |
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Ordinary Shares, no par value per share |
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BRLI |
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The Nasdaq Stock Market LLC |
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Rights, each right entitling the holder to 1/10 of one Ordinary Share |
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BRLIR |
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The Nasdaq Stock Market LLC |
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Warrants, each warrant exercisable for one Ordinary Share for $11.50 per share |
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BRLIW |
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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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material definitive Agreement.
The disclosure contained in Item 2.03 is incorporated
by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 23, 2023, Brilliant Acquisition Corporation
(the “Company” or “Brilliant”) issued an unsecured promissory note in the aggregate principal amount of $32,500
(the “Note”) to Nukkleus, Inc. (“Nukkleus”), the counterparty to the previously announced merger agreement dated
as of February 22, 2022 (as amended to date), pursuant to which a proposed business combination among Nukkleus, Brilliant and Merger Sub,
Inc. (“Merger Sub”) would occur in which Merger Sub would merge into Brilliant, and Brilliant would become a wholly-owned
subsidiary of Nukkleus. The Note does not bear interest and matures upon closing of the Company’s initial business combination.
In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside
of the Company’s trust account, if any. The proceeds of the Note have been deposited in the Company’s trust account in connection
with extending the business combination completion window until March 23, 2023.
The foregoing description of the Note is qualified
in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1
and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 23, 2023, the Company issued a press
release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Company has extended the
period of time it will have to consummate its initial business combination by a further one month, or until March 23, 2023, and related
matters.
The information in this Item 7.01, including Exhibit
99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Additional Information
and Where to Find It
This Current Report relates
to a proposed business combination among Nukkleus, Brilliant and Merger Sub in which Merger Sub would merge into Brilliant. In connection
with the proposed transaction, Nukkleus has filed with the Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-4 that includes a proxy statement of Nukkleus and that also constitutes a prospectus of Nukkleus with respect to the PubCo Shares
to be issued in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if
and when available) will be delivered to Nukkleus’s stockholders. Each of Nukkleus and Brilliant may also file other relevant documents
regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NUKKLEUS
AND BRILLIANT ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security
holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be
filed with the SEC by Brilliant or Nukkleus through the website maintained by the SEC at www.sec.gov. Stockholders of Nukkleus will also
be able to obtain a copy of the definitive proxy statement, without charge by directing a request to: Nukkleus, Inc., 525 Washington Boulevard,
Jersey City, New Jersey 07310. Shareholders of Brilliant will also be able to obtain a copy of the definitive proxy statement, without
charge by directing a request to: Brilliant Acquisition Corporation, 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples Republic of
China.
Participants in the
Solicitation
Brilliant and its directors
and executive officers are participants in the solicitation of proxies from the shareholders of Brilliant in respect of the proposed transaction.
Information about Brilliant’s directors and executive officers and their ownership of Brilliant’s ordinary shares is set forth
in Brilliant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the
proposed transaction when they become available. You may obtain free copies of these documents as described in the preceding paragraph.
Nukkleus and its directors
and executive officers are participants in the solicitation of proxies from the shareholders of Nukkleus in respect of the proposed transaction.
Information about Nukkleus’s directors and executive officers and their ownership of Nukkleus common stock is set forth in Nukkleus’s
Annual Report on Form 10-K for the year ended September 30, 2021, initially filed with the SEC on December 29, 2021, as amended to date.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect
of the proposed transaction when they become available. You may obtain free copies of these documents as described above.
Cautionary Note Regarding
Forward-Looking Statements
Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the risk that the proposed business combination may not be completed in
a timely manner or at all, which may adversely affect the price of Nukkleus and/or Brilliant securities; (ii) the risk that the proposed
business combination may not be completed by Brilliant’s business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Brilliant; (iii) the failure to satisfy the conditions to the consummation of the proposed
business combination, including the approval of the proposed business combination by the stockholders of Nukkleus and/or Brilliant, the
satisfaction of the minimum trust account amount following redemptions by Brilliant’s public shareholders and the receipt of certain
governmental and regulatory approvals; (iv) the effect of the announcement or pendency of the proposed business combination on Nukkleus’s
business relationships, performance, and business generally; (v) risks that the proposed business combination disrupts current plans of
Nukkleus and potential difficulties in Nukkleus employee retention as a result of the proposed business combination; (vi) the outcome
of any legal proceedings that may be instituted against Nukkleus or Brilliant related to the agreement and plan of merger or the proposed
business combination; (vii) the ability to maintain the listing of Brilliant’s securities on the Nasdaq Stock Market; (viii) the
price of Nukkleus’s and/or Brilliant’s securities, including volatility resulting from changes in the competitive and highly
regulated industries in which Nukkleus and Brilliant plan to operate, variations in performance across competitors, changes in laws and
regulations affecting Nukkleus’s business and changes in the combined capital structure; and (ix) the ability to implement business
plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks
and uncertainties described in the proxy statement/prospectus contained in Nukkleus’s Form S-4 registration statement described
below, including those under “Risk Factors” therein, the Annual Report on Form 10-K for Nukkleus and Brilliant, Quarterly
Reports on Form 10-Q for Nukkleus and Brilliant and other documents filed by Nukkleus and/or Brilliant from time to time with the U.S.
Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
Nukkleus and Brilliant assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. Neither Nukkleus nor Brilliant gives any assurance that either Nukkleus
or Brilliant will achieve its expectations.
No Offer or Solicitation
This communication is
not intended to and will not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities or a solicitation
of any vote or approval and is not a substitute for the proxy statement/prospectus or any other document that Brilliant or Nukkleus may
file with the SEC or send to Nukkleus’s and/or Brilliant’s shareholders in connection with the proposed transaction. No offer
of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
SIGNATURE
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.
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BRILLIANT ACQUISITION CORPORATION |
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By: |
/s/ Dr. Peng Jiang |
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Name: |
Dr. Peng Jiang |
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Title: |
Chief Executive Officer |
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Dated: February 23, 2023 |
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