BRLIU Brilliant Axquisition Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

Schedule 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No.     )

Check the appropriate box:

BRILLIANT ACQUISITION CORPORATION

(Name of Registrant as Specified in its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

BRILLIANT ACQUISITION CORPORATION
99 Dan Ba Road, C-9, Putuo District,
Shanghai, Peoples Republic of China

April 5, 2023

Dear Shareholder:

On behalf of the Board of Directors of Brilliant Acquisition Corporation (the “Company,” “Brilliant” or “we”), I invite you to attend our Special Meeting of Shareholders (the “Special Meeting”). We hope you can join us. The Special Meeting will be held at 10:00 a.m. Eastern Time on April 17, 2023. Due to the COVID-19 pandemic, Brilliant will be holding the Special Meeting via teleconference using the following dial-in information:

The Notice of Special Meeting of Shareholders, the Proxy Statement and the proxy card accompany this letter are also available from our proxy solicitor at:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

We are first mailing these materials to our shareholders on or about April 7, 2023.

As discussed in the enclosed Proxy Statement, the purpose of the Special Meeting is to consider and vote upon the following proposals:

(i) Proposal 1 — The Extension Amendment Proposal: A proposal to amend (the “Extension Amendment”) Brilliant’s currently adopted amended and restated articles of association (the “Current Articles”), to extend the date by which Brilliant has to consummate a business combination (the “Extension”) from April 23, 2023 to up to not later than July 23, 2023 (the “Extended Termination Date”) by deleting articles 18.6(A) and 18.6(B) of the Current Articles in their entirety, and replacing them with new articles 18.6(A) and 18.6(B), respectively, as set forth in Annex A:

“18.6(A) The Company shall consummate an initial Business Combination on or before April 23, 2023 (the “Deadline”), which Deadline may be extended by the Company by Resolution of Directors in up to three (3) separate instances (each, an “Extension”) by an additional one (1) month each, for a total of up to three (3) months (each period as extended an “Extension Period”) without another shareholder vote, provided that if the Company exercises the Extension, then the Founders, or their affiliates or designees, shall upon five (5) days advance notice prior to the Deadline, deposit into the Trust Fund, US$0.08 per Public Share outstanding (the “Top-up Amount”) on or prior to the Deadline or the Deadline as extended by any Extension Period validly exercised under this Article 18.6(A).”

“18.6(B) If the Company does not complete its initial Business Combination on or before the earlier of (i) the Deadline, where no Extension is validly exercised under Article 18.6(A), or (ii) the Deadline, as extended by any Extension Period validly exercised under Article 18.6(A), or (iii) July 23, 2023 (the “Extended Deadline”), or if any Top-Up Amount is not paid in full by the Founders as required under Article 18.6(A), the Company shall, as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Fund, including a pro rata portion of any interest earned, but excluding all expenses paid and reserves for expenses and taxes payable.”

(ii) Proposal 2 — The Amended Articles Proposal: subject to the approval of Proposal 1, a proposal to adopt an amended and restated articles of association of Brilliant (the “Amended Articles”) reflecting the amendments to the Current Articles set out in Proposal 1 above; and

(iii) Proposal 3 — The Adjournment Proposal: A proposal to direct the chairman of the special meeting to adjourn the Special Meeting either (i) indefinitely, if, on or before April 23, 2023, the Company is able to complete the Business Combination, or (ii) to a later date or dates (the “Adjournment”), if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposals.

Nisun Investment Holding Limited (the “Sponsor”) has agreed that if the Extension Amendment Proposal is approved, it or its affiliates or designees will contribute to the Company as a loan (a “Contribution”) $0.08 for each ordinary share of the Company (“Ordinary Share”) issued in our IPO (the “public shares”) that remains outstanding and is not redeemed in connection with the shareholder vote to approve the Extension Amendment Proposal, for each Extension validly exercised. Accordingly, on each occasion that the Company extends, the Sponsor would make a Contribution of approximately $32,500 or an aggregate of $97,500 (assuming no public shares are redeemed) if each of the three Extension Periods are exercised. The Contribution for the first Extension Period will be deposited in the Trust Account on or about the day of the approval of the Extension Amendment. Any Contribution for any additional Extension Period will be deposited in the Trust Account at least five (5) days prior to the applicable Deadline. If the Extension Amendment is approved and only one Extension is completed, the redemption price per share at the meeting for the Company’s initial business combination or the Company’s subsequent liquidation will be approximately $11.01 per share. If the Extension Amendment is approved and two Extensions are completed, the redemption price per share at the meeting for the Company’s initial business combination or the Company’s subsequent liquidation will be approximately $11.09 per share. If the Extension Amendment is approved, each of the three Extensions are completed and the Company takes the full time through the Extended Termination Date to complete an initial business combination, the redemption price per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $11.17 per share, in comparison to the current redemption price of approximately $10.93 per share. Our Sponsor, or its affiliate or designee, will not make any Contribution unless the Extension Amendment is approved and an Extension is completed. All Contributions will not bear any interest and will be repayable by the Company upon consummation of an initial business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. If the Company’s board of directors determines that the Company will not be able to consummate an initial business combination by the Deadline, as the same may be extended until the Extended Termination Date, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment proposal is not approved. Our Sponsor currently holds 1,247,001 ordinary shares, which equates to approximately 68.6% of our total outstanding ordinary shares.

Each of the Extension Amendment Proposal, the Amended Articles Proposal and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.

The purpose of the Extension Amendment is to allow Brilliant more time to complete its proposed business combination. Brilliant’s Current Articles provide that Brilliant has only until April 23, 2023 to complete a business combination.

On February 22, 2022, Brilliant entered into an Agreement and Plan of Merger (as amended by Amendment No. 1, dated as of September 21, 2022, Amendment No. 2, dated as of September 28, 2022, and Amendment No. 3, dated as of January 20, 2023, and as it may be further amended and/or restated from time to time, the “Merger Agreement”), by and among Brilliant and Nukkleus Inc., a Delaware corporation (“Nukkleus”), pursuant to which a Merger Sub, and wholly-owned subsidiary of Nukkleus (“Merger Sub”) will merge with and into Brilliant with Brilliant surviving the merger as a wholly-owned subsidiary of Nukkleus (the “Business Combination”). Following the Business Combination, Brilliant’s Units, Ordinary Shares, Rights, and Warrants will be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded.

The Merger Agreement contemplates that, prior to the effective time of the Merger, the Nukkleus board of directors will submit for approval by the Nukkleus shareholders an amendment to Nukkleus’s certificate of incorporation to authorize the board of directors to effect a reverse stock split of all outstanding shares of Nukkleus at a reverse stock split ratio such that 14.0 million shares of Nukkleus common stock will be outstanding immediately prior to the effective time (currently anticipated to be 1:26.227) or such other ratio as may be agreed between Nukkleus and Brilliant (the “Company Reverse Stock Split”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Business Combination, the shares of Nukkleus issued and outstanding as of immediately prior to the Business Combination are being valued based on a pre-Merger consolidated equity value of the Nukkleus of $140,000,000.

In accordance with the terms and subject to the conditions of the Merger Agreement,

•        each Ordinary Share of Brilliant issued and outstanding immediately prior to the time the Merger becomes effective (the “Effective Time”) (other than Dissenting Shares (as defined in the Merger Agreement) and shares owned by Brilliant or any of its controlled entities, which will be cancelled for no consideration) will be converted into the right to receive the Applicable Per Share Merger Consideration as further detailed below;

•        each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value $0.0001 per share, of the surviving corporation of the Merger; and

•        each Dissenting Share of Brilliant will be entitled to rely on such rights as are granted by the British Virgin Islands Business Companies Act, subject to certain conditions set forth in the Merger Agreement and in accordance with applicable law.

The “Applicable Per Share Merger Consideration” will be calculated as follows:

Treatment of Units.    Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, units of Brilliant (“Unit”) consisting of one Ordinary Share, one right (“Right”) entitling the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination, and one warrant (“Warrant”), entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per Ordinary Share, will automatically separate into one Ordinary Share, one Right and one Warrant.

Treatment of Ordinary Shares.    At the Effective Time and following the Company Reverse Stock Split, by virtue of the Merger and without any action on the part of any holder thereof, each Ordinary Share that is issued and outstanding immediately prior to the Effective Time, will thereupon be converted into the right to receive, and the holder of such Ordinary Share will be entitled to receive, (a) with respect to each Ordinary Share held by any initial shareholder of Brilliant, 1.0 share of common stock of the post-Business Combination Company; and (b) with respect to each other Ordinary Share, the sum of (x) 1.0 share of common stock of the post-Business Combination Company, and (y) such number of shares equal to the Pro Rata Share represented by such Ordinary Share of the Backstop Pool (the “SPAC Public Share Exchange Ratio”), in each case, subject to rounding.

The “Backstop Pool” will equal a number of shares equal to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of Ordinary Shares and Rights issued and outstanding immediately prior to the Effective Time.

The “Pro Rata Share,” with respect to any Ordinary Shares or Rights, shall equal such number of Ordinary Shares and/or Rights divided by the aggregate number of Ordinary Shares and Rights issued and outstanding immediately prior to the Effective Time.

Treatment of Rights.    At the Effective Time and following the Company Reverse Stock Split, by virtue of the Merger and without any action on the part of any holder thereof, each Right, that is issued and outstanding immediately prior to the Effective Time, will thereupon be converted into the right to receive, and the holder of such Right shall be entitled to receive, (a) with respect to each Right held by any initial shareholder of Brilliant, 0.1 share; and (b) with respect to each other Right, the sum of (x) 0.1 share, and (y) such number of shares equal to the Pro Rata Share represented by such Right of the Backstop Pool, in each case, subject to rounding.

Treatment of Warrants.    At the Effective Time and following the Company Reverse Stock Split, by virtue of the Merger and without any action on the part of any holder thereof, each Warrant that is issued and outstanding immediately prior to the Effective Time, will convert into and become a) with respect to each Warrant held by any initial shareholder of Brilliant, 1.0 warrant exercisable to receive one PubCo Share; and (b) with respect to each other Warrant, a number of warrants equal to the SPAC Public Share Exchange Ratio, exercisable to receive one PubCo Share per warrant, subject to rounding, and PubCo will assume each Warrant in accordance with its terms. All other rights with respect to Ordinary Shares under Warrants assumed by PubCo will thereupon be converted into rights with respect to shares. Accordingly, from and after the Effective Time: (A) each Warrant assumed by PubCo may be exercised solely for shares; (B) the number of shares subject to such number of Warrants set forth in the previous

sentence assumed by PubCo is one PubCo Share; (C) the per share exercise price for shares issuable upon exercise of such number of Warrants set forth in the previous sentence assumed by PubCo will be an amount equal to the quotient of (i) $11.50, divided by (ii) the SPAC Public Share Exchange Ratio; and (D) any restriction on any Warrant assumed by PubCo will continue in full force and effect and the terms and other provisions of such Warrant will otherwise remain unchanged.

Brilliant and Nukkleus are working towards satisfaction of the conditions to completion of the business combination, including the necessary filings with the U.S. Securities and Exchange Commission, or the “SEC,” related to the transaction, but have determined that there may not be sufficient time before April 23, 2023 to hold a special meeting to obtain shareholder approval of, and to consummate, the business combination. Accordingly, Brilliant’s board has determined that, given Brilliant’s expenditure of time, effort and money on identifying Nukkleus as a target business and completing its initial business combination, it is in the best interests of its shareholders to approve the Extension Amendment in order to amend the Current Articles and, assuming that the Extension Amendment is so approved and the Current Articles are amended, Brilliant will have to consummate an initial business combination before the Extended Termination Date. The Chairman will adjourn indefinitely the Special Meeting and the Company will not implement the Extension Amendment, or exercise any Extension, if, on or before April 23, 2023, it is able to complete the Business Combination.

You are not being asked to vote on any business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on the proposed business combination, such as the Business Combination, when it is submitted to shareholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated the business combination by the Extended Termination Date.

If Brilliant’s board of directors determines that Brilliant will not be able to consummate an initial business combination by the Deadline, as the same may be extended until the Extended Termination Date, Brilliant would then look to wind up the Company’s affairs and redeem 100% of the outstanding public shares.

In connection with the Extension Amendment, public shareholders may elect (the “Election”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to Brilliant to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment and the Adjournment, and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date. If the Extension Amendment is approved by the requisite vote of shareholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the shareholders, subject to any limitations set forth in our Current Articles, as amended by the Extension Amendment. However, Brilliant will not proceed with the Extension Amendment if the redemption of public shares in connection therewith would cause Brilliant to have net tangible assets of less than $5,000,001. Each redemption of shares by our public shareholders will decrease the amount in our Trust Account, which held approximately $4.435 million of cash as of April 5, 2023. In addition, public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if Brilliant has not completed a business combination by the Deadline, as the same may be extended until the Extended Termination Date. Our Sponsor, our officers and directors and our other initial shareholders, own an aggregate of 1,150,000 of our Ordinary Shares, which we refer to as the “Founder Shares”, that were issued prior to our initial public offering (“IPO”) and our Sponsor owns 261,000 units, which we refer to as the “Private Placement Units”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or April 13, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

As of April 5, 2023, there was approximately $4.435 million in the Trust Account. If the Extension Amendment is approved and only one Extension is completed, the redemption price per share at the meeting for the Company’s initial business combination or the Company’s subsequent liquidation will be approximately $11.01 per share. If the Extension Amendment is approved and two Extensions are completed, the redemption price per share at the meeting for the Company’s initial business combination or the Company’s subsequent liquidation will be approximately $11.09 per share. If the Extension Amendment is approved and each of the three Extensions are completed, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be approximately $11.17 per share, in comparison to the current redemption price of approximately $10.93 per share. The closing price of the Company’s Ordinary Shares on April 4, 2023 was $10.96. The Company cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

As of the date hereof, substantially all of the assets held in the Trust Account are held in cash.

If the Extension Amendment and the Adjournment proposals are not approved and we do not consummate a business combination by April 23, 2023, as contemplated by our IPO prospectus and in accordance with the Company’s Current Articles, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and Brilliant’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of Brilliant, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of the Company’s winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial shareholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

Subject to the foregoing, the affirmative vote of at least sixty-five percent (65%) of the votes cast by shareholders present in person by virtual attendance or represented by proxy will be required to approve the Extension Amendment proposal. The approval of the Extension Amendment is essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our board will abandon and not implement the Extension Amendment unless our shareholders approve the Extension Amendment. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. Notwithstanding shareholder approval of the Extension Amendment, our board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our shareholders.

Our board has fixed the close of business on March 20, 2023 as the date for determining the Company shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the board of directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.

April 5, 2023

BRILLIANT ACQUISITION CORPORATION
99 Dan Ba Road, C-9, Putuo District
Shanghai, Peoples Republic of China

PRELIMINARY

PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 17, 2023
FIRST MAILED ON OR ABOUT APRIL 7, 2023

Date, Time and Place of the Special Meeting

The enclosed proxy is solicited by the Board of Directors (the “Board”) of Brilliant Acquisition Corporation (“the Company,” “Brilliant” or “we”), a British Virgin Islands business company limited by shares, in connection with the Special Meeting of Shareholders (the “Special Meeting”) to be held on April 17, 2023 at 10:00 a.m. Eastern Time for the purposes set forth in the accompanying Notice of Meeting. Due to the COVID-19 pandemic, Brilliant will be holding the Special Meeting, and any adjournments thereof, via teleconference using the following dial-in information:

The principal executive office of the Company is 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples Republic of China, and its telephone number, including area code, is (86) 021-80125497.

Forward Looking Statements

This Proxy Statement (this “Proxy Statement”) contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Proxy Statement regarding the proposed transactions contemplated by the Merger Agreement, including the benefits of the business combination, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the business combination. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Brilliant’s and Nukkleus’s managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (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 shareholders 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; (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 and (x) and other risks and uncertainties described herein, as well as those risks and uncertainties indicated from time to time in the final prospectus of Brilliant for its initial public offering dated June 23, 2020 filed with the SEC and the Registration Statement on Form S-4 filed by Nukkleus relating to the proposed business combination, including those under “Risk Factors” therein, and in Brilliant’s other filings with the SEC. Brilliant cautions that the foregoing list of factors is not exclusive. Brilliant and Nukkleus caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Brilliant and Nukkleus do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its their expectations or any change in events, conditions, or circumstances on which any such statement is based.

Purpose of the Special Meeting

At the Special Meeting, you will be asked to consider and vote upon the following matters:

1.      Proposal 1 — The Extension Amendment Proposal: A proposal to amend (the “Extension Amendment”) Brilliant’s currently adopted Amended and Restated Articles of Association (the “Current Articles”), to extend the date by which Brilliant has to consummate a business combination (the “Extension”) from April 23, 2023 to up to not later than July 23, 2023 (the “Extended Termination Date”) by deleting articles 18.6(A) and 18.6(B) of the Current Articles in their entirety, and replacing them with the following new articles 18.6(A) and 18.6(B), respectively, as set forth in Annex A:

“18.6(A) The Company shall consummate an initial Business Combination on or before April 23, 2023 (the “Deadline”),which Deadline may be extended by the Company by Resolution of Directors in up to three (3) separate instances (each, an “Extension”) by an additional one (1) month each, for a total of up to three (3) months (each period as extended an “Extension Period”) without another shareholder vote, provided that if the Company exercises the Extension, then the Founders, or their affiliates or designees, shall upon five (5) days advance notice prior to the Deadline, deposit into the Trust Fund, US$0.08 per Public Share outstanding (the “Top-up Amount”) on or prior to the Deadline or the Deadline as extended by any Extension Period validly exercised under this Article 18.6(A).”

“18.6(B) If the Company does not complete its initial Business Combination on or before the earlier of (i) the Deadline, where no Extension is validly exercised under Article 18.6(A), or (ii) the Deadline, as extended by any Extension Period validly exercised under Article 18.6(A), or (iii) July 23, 2023 (the “Extended Deadline”), or if any Top-Up Amount is not paid in full by the Founders as required under Article 18.6(A), the Company shall, as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Fund, including a pro rata portion of any interest earned, but excluding all expenses paid and reserves for expenses and taxes payable.”

2.      Proposal 2 — The Amended Articles Proposal: subject to the approval of Proposal 1, a proposal to adopt an amended and restated articles of association (the “Amended Articles”) reflecting the amendments to the Current Articles set out in Proposal 1 above; and

3.      Proposal 3 — The Adjournment Proposal: A proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting either (i) indefinitely, if, on or before April 23, 2023, the Company is able to complete the Business Combination, or (ii) to a later date or dates (the “Adjournment”), if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the foregoing proposals.

4.      To act on such other matters as may properly come before the Special Meeting or any adjournment thereof.

Nisun Investment Holding Limited (the “Sponsor”) has agreed that if the Extension Amendment is approved, it or its affiliates or designees will contribute to the Company as a loan (a “Contribution”) $0.08 for each Ordinary Share issued in our IPO (the “public shares”) that is outstanding and not redeemed in connection with the shareholder vote to approve the Extension Amendment, for each Extension validly exercised. Accordingly, if the Company

extends the Sponsor, or its affiliate or designee, would make aggregate Contributions of approximately $32,500 or an aggregate of $97,500 (assuming no public shares are redeemed) if each of the three Extension Periods are exercised. The Contribution for the first Extension Period will be deposited in the Trust Account on or about the day of the approval of the Extension Amendment. Any Contribution for any additional Extension Period will be deposited in the Trust Account at least five (5) days prior to the applicable Deadline. If the Extension Amendment is approved and only one Extension is completed, the redemption price per share at the meeting for the Company’s initial business combination or the Company’s subsequent liquidation will be approximately $11.01 per share. If the Extension Amendment is approved and two Extensions are completed, the redemption price per share at the meeting for the Company’s initial business combination or the Company’s subsequent liquidation will be approximately $11.09 per share. If the Extension Amendment is approved and each of the three Extensions are completed and the Company takes the full time through the Extended Termination Date to complete an initial business combination, the redemption price per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $11.17 per share, in comparison to the current redemption price of approximately $10.93 per share. Our Sponsor, or its affiliate or designee, will not make any Contribution unless the Extension Amendment is approved and an Extension is completed. All Contributions will not bear any interest and will be repayable by the Company to Sponsor upon consummation of an initial business combination. The loan will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account. If the Company’s board of directors determines that the Company will not be able to consummate an initial business combination by the Deadline, as the same may be extended until the Extended Termination Date and does not wish to seek the additional extension, the Company would wind up the Company’s affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment proposal is not approved.

The purpose of the Extension Amendment is to allow Brilliant more time to complete its proposed business combination. Brilliant’s Current Articles provide that Brilliant has only until April 23, 2023 to complete a business combination.

Merger Agreement

On February 22, 2022, Brilliant entered into an agreement and plan of merger (as amended by Amendment No. 1, dated as of September 21, 2022, Amendment No. 2, dated as of September 28, 2022, and Amendment No. 3, dated as of January 20, 2023 and as it may be further amended and/or restated from time to time, the “Merger Agreement”), by and among Brilliant and Nukkleus, Inc., a Delaware corporation (“Nukkleus”), pursuant to which a merger sub and wholly-owned subsidiary of Nukkleus (“Merger Sub”) will merge with and into Brilliant with Brilliant surviving the merger as a wholly-owned subsidiary of Nukkleus (the “Business Combination”). Following the Business Combination, Brilliant’s Units, Ordinary Shares, Rights, and Warrants will be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded.

The Merger Agreement contemplates that, prior to the effective time of the Merger, the Nukkleus board of directors will submit for approval by the Nukkleus shareholders an amendment to Nukkleus’s certificate of incorporation to authorize the board of directors to effect a reverse stock split of all outstanding shares of Nukkleus at a reverse stock split ratio such that 14.0 million shares of Nukkleus common stock will be outstanding immediately prior to the effective time (currently anticipated to be 1:26.227) or such other ratio as may be agreed between Nukkleus and Brilliant (the “Company Reverse Stock Split”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Business Combination, the shares of Nukkleus issued and outstanding as of immediately prior to the Business Combination are being valued based on a pre-Merger consolidated equity value of the Nukkleus of $140,000,000.

In accordance with the terms and subject to the conditions of the Merger Agreement,

•        each Ordinary Share of Brilliant issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in the Merger Agreement) and shares owned by Brilliant or any of its controlled entities, which will be cancelled for no consideration) will be converted into the right to receive the Applicable Per Share Merger Consideration as further detailed below;

•        each share of ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value $0.0001 per share, of the surviving corporation of the Merger; and

•        each Dissenting Share of Brilliant will be entitled to rely on such rights as are granted by the British Virgin Islands Business Companies Act, subject to certain conditions set forth in the Merger Agreement and in accordance with applicable law.

The “Applicable Per Share Merger Consideration” will be calculated as follows:

Treatment of Units.    Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, Units consisting of one Ordinary Share, one Right entitling the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination, and one Warrant, entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per Ordinary Share, will automatically separate into one Ordinary Share, one Right and one Warrant.

Treatment of Ordinary Shares.    At the Effective Time and following the Company Reverse Stock Split, by virtue of the Merger and without any action on the part of any holder thereof, each Ordinary Share that is issued and outstanding immediately prior to the Effective Time, will thereupon be converted into the right to receive, and the holder of such Ordinary Share will be entitled to receive, a) with respect to each Ordinary Share held by any initial shareholder of Brilliant, 1.0 share of common stock of the post-Business Combination Company; and (b) with respect to each other Ordinary Share, the sum of (x) 1.0 share of common stock of the post-Business Combination Company, and (y) such number of shares equal to the Pro Rata Share represented by such Ordinary Share of the Backstop Pool (the “SPAC Public Share Exchange Ratio”), in each case, subject to rounding.

The “Backstop Pool” will equal a number of shares equal to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of Ordinary Shares and Rights issued and outstanding immediately prior to the Effective Time.

The “Pro Rata Share,” with respect to any Ordinary Shares or Rights, shall equal such number of Ordinary Shares and/or Rights divided by the aggregate number of Ordinary Shares and Rights issued and outstanding immediately prior to the Effective Time.

Treatment of Rights.    At the Effective Time and following the Company Reverse Stock Split, by virtue of the Merger and without any action on the part of any holder thereof, each Right, that is issued and outstanding immediately prior to the Effective Time, will thereupon be converted into the right to receive, and the holder of such Right shall be entitled to receive, (a) with respect to each Right held by any initial shareholder of Brilliant, 0.1 share; and (b) with respect to each other Right, the sum of (x) 0.1 share, and (y) such number of shares equal to the Pro Rata Share represented by such Right of the Backstop Pool, in each case, subject to rounding.

Treatment of Warrants.    At the Effective Time and following the Company Reverse Stock Split, by virtue of the Merger and without any action on the part of any holder thereof, each Warrant that is issued and outstanding immediately prior to the Effective Time, will convert into and become a) with respect to each Warrant held by any initial shareholder of Brilliant, 1.0 warrant exercisable to receive one PubCo Share; and (b) with respect to each other Warrant, a number of warrants equal to the SPAC Public Share Exchange Ratio, exercisable to receive one PubCo Share per warrant, subject to rounding, and PubCo will assume each Warrant in accordance with its terms. All other rights with respect to Ordinary Shares under Warrants assumed by PubCo will thereupon be converted into rights with respect to shares. Accordingly, from and after the Effective Time: (A) each Warrant assumed by PubCo may be exercised solely for shares; (B) the number of shares subject to such number of Warrants set forth in the previous sentence assumed by PubCo is one PubCo Share; (C) the per share exercise price for shares issuable upon exercise of such number of Warrants set forth in the previous sentence assumed by PubCo will be an amount equal to the quotient of (i) $11.50, divided by (ii) the SPAC Public Share Exchange Ratio; and (D) any restriction on any Warrant assumed by PubCo will continue in full force and effect and the terms and other provisions of such Warrant will otherwise remain unchanged.

Brilliant and Nukkleus are working towards satisfaction of the conditions to completion of the business combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there will not be sufficient time before April 23, 2023 to hold a special meeting to obtain shareholder approval of, and to consummate, the business combination. Accordingly, Brilliant’s Board has determined that, given Brilliant’s expenditure of time, effort and money on identifying Nukkleus as a target

business and completing the Merger Agreement, it is in the best interests of its shareholders to approve the Extension Amendment in order to amend the Current Articles and, assuming that the Extension Amendment is so approved and the Current Articles are amended, Brilliant will have to consummate an initial business combination before the Extended Termination Date.

You are not being asked to vote on any business combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on the proposed business combination when it is submitted to shareholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated the business combination by the Extended Termination Date.

If Brilliant’s board of directors determines that Brilliant will not be able to consummate an initial business combination by the Deadline, as the same may be extended until the Extended Termination Date, Brilliant would then look to wind up the Company’s affairs and redeem 100% of the outstanding public shares.

In connection with the Extension Amendment, public shareholders may elect (the “Election”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to Brilliant to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment and the Adjournment, and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date. If the Extension Amendment and the Adjournment are approved by the requisite vote of shareholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the shareholders, subject to any limitations set forth in our Current Articles, as amended by the Extension Amendment. However, Brilliant will not proceed with the Extension Amendment if the redemption of public shares in connection therewith would cause Brilliant to have net tangible assets of less than $5,000,001. Each redemption of shares by our public shareholders will decrease the amount in our Trust Account, which held approximately $4.435 million of cash as of April 5, 2023. In addition, public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if Brilliant has not completed a business combination by the Deadline, as the same may be extended until the Extended Termination Date. Our Sponsor, our officers and directors and our other initial shareholders, own an aggregate of 1,150,000 of our Ordinary Shares, which we refer to as the “Founder Shares”, that were issued prior to our initial public offering (“IPO”) and our Sponsor owns 261,000 units, which we refer to as the “Private Placement Units”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or April 13, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

As of April 5, 2023, there was approximately $4.435 million in the Trust Account. If the Extension Amendment is approved and only one Extension is completed, the redemption price per share at the meeting for the Company’s initial business combination or the Company’s subsequent liquidation will be approximately $11.01 per share. If the Extension Amendment is approved and two Extensions are completed, the redemption price per share at the meeting for the Company’s initial business combination or the Company’s subsequent liquidation will be approximately $11.09 per share. If the Extension Amendment is approved and each of the three Extensions are completed, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be approximately $11.17 per share, in comparison to the current redemption price of approximately $10.93 per share. The closing price of the Company’s Ordinary Shares on April 4, 2023 was $10.96. The Company cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

As of the date hereof, substantially all of the assets held in the Trust Account are held in cash.

If the Extension Amendment is not approved and we do not consummate a business combination by April 23, 2023, as contemplated by our IPO prospectus and in accordance with our Current Articles, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and Brilliant’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of Brilliant, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of the Company’s winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial shareholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

Subject to the foregoing, the affirmative vote of at least sixty-five percent (65%) of the votes cast by shareholders present in person by virtual attendance or represented by proxy will be required to approve the Extension Amendment Proposal. The approval of the Extension Amendment is essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our board will abandon and not implement the Extension Amendment unless our shareholders approve the Extension Amendment. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. Notwithstanding shareholder approval of the Extension Amendment, our board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our shareholders. Further, the Chairman will adjourn indefinitely the Special Meeting and the Company will not implement the Extension Amendment, or exercise any Extension, if, on or before April 23, 2023, it is able to complete the Business Combination.

Our board has fixed the close of business on March 20, 2023 as the date for determining the Company shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the board of directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR” such proposals

Voting Rights and Revocation of Proxies

The record date with respect to this solicitation is the close of business on March 20, 2023 (the “Record Date”) and only shareholders of record at that time will be entitled to vote at the Special Meeting and any adjournment or adjournments thereof.

The shares of the Company’s Ordinary Shares represented by all validly executed proxies received in time to be taken to the Special Meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the shareholder at any time prior to its being voted by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. We intend to release this Proxy Statement and the enclosed proxy card to our shareholders on or about April 7, 2023.

Dissenters’ Right of Appraisal

Holders of our Ordinary Shares do not have appraisal rights under BVI law and under the governing documents of the Company in connection with this solicitation.

Outstanding Shares and Quorum

The number of outstanding Ordinary Shares entitled to vote at the Special Meeting is 1,816,733. Each Ordinary Share is entitled to one vote. The presence in person or by proxy at the Special Meeting of the holders of 622,781 shares, or not less than 30% of the votes of the Ordinary Shares entitled to vote on the resolutions to be considered at the

Special Meeting, will constitute a quorum. There is no cumulative voting under BVI law and under the governing documents of the Company. Abstentions by virtual attendance and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Banks or brokerages cannot use discretionary authority to vote shares on Proposals 1 or 2 if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.

Abstentions will have no effect on the vote for each of the proposals.

We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Our sponsor, Nisun Investment Holding Limited, a BVI company with limited liability, as a wholly-owned subsidiary, is controlled by Shanghai Ningsheng Supply Chain Group Co., Ltd. (f/k/a Shanghai Ningsheng Enterprise Management Group Co., Ltd.) (“Ning Sheng Group Co.”), a company incorporated in the People’s Republic of China (“PRC”). We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by April 23, 2023 (or up to July 23, 2023 if the Extension Proposal is approved by the shareholders and each of the

three Extensions are exercised) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive approximately $10.93 per share, and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Interests of the Company’s Directors and Officers

When you consider the recommendation of our board, you should keep in mind that the Sponsor, officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

•        If an initial business combination is not completed by April 23, 2023, Brilliant will be required to dissolve and liquidate. In such event, the 1,150,000 founder shares currently held by Brilliant’s Initial Shareholders, which were acquired prior to Brilliant’s IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. This waiver was made at the time that the founder shares were purchased for no additional consideration. The founder shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share. Accordingly, Brilliant’s Initial Shareholders will receive a positive rate of return so long as the market price of the Ordinary Shares is at least $0.01 per share, even if public shareholders experience a negative rate of return in the Combined Company. The founder shares had an aggregate market value of approximately $12,604,000 based on the closing price of Ordinary Shares on the Nasdaq Stock Market as of April 4, 2023;

•        Of the 1,150,000 founder shares, the Sponsor holds 986,001 founder shares and Brilliant’s directors hold an aggregate of 20,000 founder shares. Dr. Peng Jiang, Chief Executive Officer and Chief Financial Officer of Brilliant, is also the Chief Executive Officer of the Sponsor. Based on the closing prices on Nasdaq as of April 4, 2023, the market value of the Sponsor’s Ordinary Shares was $10,806,571 and the market value of the directors’ Ordinary Shares was $219,200. As noted above, the Sponsor and the directors, along with the other initial shareholders of Brilliant, have agreed to waive their rights to redeem their Ordinary Shares in connection with Brilliant’s initial business combination or to receive distributions with respect to any Ordinary Shares upon the liquidation of the Trust Account if Brilliant is unable to consummate a business combination. Accordingly, if Brilliant does not consummate an initial business combination, and is forced to liquidate, the Sponsor and the directors will lose their entire investment;

•        Unless the Extension Amendment Proposal is approved and the Extension is implemented, if an initial business combination is not completed by April 23, 2023, the 261,000 Private Units purchased by the Sponsor for a total purchase price of $2,610,000, will be worthless. The Private Units were purchased at a price of $10.00 per Unit, the same price paid by public shareholders in the IPO of $10.00 per Unit. The Brilliant Units had an aggregate market value of approximately $2,795,310 based on the closing price of Brilliant Units on the Nasdaq Stock Market as of April 4, 2023 of $10.71 per Unit;

•        The Sponsor has loaned Brilliant an aggregate amount of $2,367,594 in connection with the five extensions of the time Brilliant has before it is required to liquidate. Pursuant to the related promissory notes, the Sponsor will only be repaid from the proceeds of Brilliant’s initial business combination, or if no business combination is consummated, from funds held outside the trust account. As a result, if Brilliant does not consummate an initial business combination, the Sponsor is at risk of losing the entire amount. None of the Sponsor or its affiliates, or the officers and directors of Brilliant are owed out-of-pocket expenses for which they are awaiting reimbursement;

•        If the Trust Account is liquidated, including in the event Brilliant is unable to consummate an initial business combination within the required time period, the Sponsor has agreed to indemnify Brilliant to ensure that the proceeds in the Trust Account are not reduced below $10.93 per public Ordinary Share, or such lesser amount per public Ordinary Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement

or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account; and

•        All rights specified in the Company’s Current Articles relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the business combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions.

Additionally, if the Extension Amendment Proposal is approved and any Extension is implemented and the Company consummates an initial business combination, the officers and directors may have additional interests that would be described in the proxy statement for such transaction.

Voting Procedures

Each Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your proxy card shows the number of our Ordinary Shares that you own.

•        You can vote your shares in advance of the Special Meeting by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your of our Ordinary Shares will be voted as recommended by our board of directors. Our board of directors recommends voting “FOR” the Extension Amendment Proposal, the Amended Articles Proposal and the Adjournment Proposal.

•        You can attend the Special Meeting and vote telephonically even if you have previously voted by submitting a proxy. However, if your Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your Ordinary Shares.

Solicitation of Proxies

Your proxy is being solicited by our board on the proposals being presented to shareholders at the Special Meeting. The Company has agreed to pay Advantage Proxy its customary fee and out-of-pocket expenses. The Company will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Advantage Proxy at:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

The cost of preparing, assembling, printing and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Special Meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own Ordinary Shares listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Ordinary Shares is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

Delivery of Proxy Materials to Households

Only one copy of this Proxy Statement will be delivered to an address where two or more shareholders reside with the same last name or whom otherwise reasonably appear to be members of the same family based on the shareholders’ prior express or implied consent.

We will deliver promptly upon written or oral request a separate copy of this Proxy Statement. If you share an address with at least one other shareholder, currently receive one copy of our Proxy Statement at your residence, and would like to receive a separate copy of our Proxy Statement for future shareholder meetings of the Company, please specify such request in writing and send such written request to Brilliant Acquisition Corporation, 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples Republic of China; Attention: Secretary, or call the Company promptly at (86) 021-80125497.

If you share an address with at least one other shareholder and currently receive multiple copies of our Proxy Statement, and you would like to receive a single copy of our Proxy Statement, please specify such request in writing and send such written request to Brilliant Acquisition Corporation, 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples Republic of China; Attention: Secretary.

Conversion Rights

Pursuant to our Current Articles, any holders of our public shares may demand that such shares be converted for a pro rata share of the aggregate amount on deposit in the trust account, less taxes payable, calculated as of two business days prior to the Special Meeting. Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or not they are holders of our Ordinary Shares as of the Record Date. If you properly exercise your conversion rights, your shares will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO (calculated as of two business days prior to the Special Meeting). For illustrative purposes, based on funds in the trust account of approximately $4.435 million on April 5, 2023, the estimated per share conversion price would have been approximately $10.93.

In order to exercise your conversion rights, you must:

•        submit a request in writing prior to 5:00 p.m., Eastern time on April 13, 2023 (two business days before the Special Meeting) that we convert your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

and

•        deliver your public shares either physically or electronically through The Depository Trust Company to our transfer agent at least two business days before the Special Meeting. Shareholders seeking to exercise their conversion rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their broker, bank or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for conversion, once made, may be withdrawn at any time until the deadline for exercising conversion requests (and submitting shares to the transfer agent) and thereafter, with our consent. If you delivered your shares for conversion to our transfer agent and decide within the required timeframe not to exercise your conversion rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.

Prior to exercising conversion rights, shareholders should verify the market price of our Ordinary Shares, as they may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. We cannot assure you that you will be able to sell your of our Ordinary Shares in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in our Ordinary Shares when you wish to sell your shares.

If you exercise your conversion rights, your of our Ordinary Shares will cease to be outstanding immediately prior to the Special Meeting (assuming the Extension Amendment is approved) and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request conversion.

If the Extension Amendment is not approved and we do not consummate an initial business combination by April 23, 2023, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants to purchase Ordinary Shares will expire worthless.

Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising conversion rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your conversion rights with respect to the public shares upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your conversion rights with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your conversion rights.