Filed by Nukkleus Inc.

pursuant to Rule 425 under

the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Nukkleus Inc.

(Commission File No. 000-55922)

Date: February 24, 2022

 

Brilliant Acquisition Corp announces entry into material agreement with Nukkleus Inc.

 

New York, New York, February 24, 2022 – Brilliant Acquisition Corp (Nasdaq: BRLI) (“Brilliant or the Company”), a publicly-traded special purpose acquisition company formed in the British Virgin Islands, yesterday announced the signing of a merger agreement for a proposed business combination with Nukkleus, Inc. (f/k/a Compliance & Risk Management Solutions Inc.).

 

Management comments:

 

Commenting on this transaction Dr. Peng Jiang chairman of Brilliant noted; “We have been seeking a quality opportunity in the global fintech sector for quite some time. Given the international sponsorship of Brilliant, we particularly appreciate that Nukkleus’s Digital RFQ subsidiary operates on a worldwide basis capturing a global institutional audience for its services.”

 

Proposed Value for Each Nukkleus Share:

 

The merger agreement contemplates an acquisition price of $140 million dollars, representing a premium to current Nukkleus shareholders, with an approximate acquisition price of 38 cents per share.

 

Offer structure:

 

The merger agreement contemplates that prior to the effective time of the acquisition, Nukkleus will effect a reverse stock split such that 14.0 million shares of Nukkleus common stock will be issued and outstanding immediately prior to the effective time. Following the reverse stock split, public holders of Brilliant ordinary shares and Brilliant rights who elect not to redeem their Brilliant shares in connection with the proposed business combination will receive in exchange for each Brilliant ordinary share, one share of Nukkleus common stock, and in exchange for each Brilliant right, 0.1 shares of Nukkleus common stock, plus a pro rata share of a pool of shares created for the benefit of Brilliant public shareholders (the “Public Share Exchange Ratio”).

 

The pool will equal a number of shares of Nukkleus common stock equal to the lower of (1) 506,000, and (2) 20% of the aggregate number of Brilliant ordinary shares and rights issued and outstanding immediately prior to the effective time. Public holders of Brilliant warrants will also receive warrants exercisable for shares of Nukkleus common stock at the same Public Share Exchange Ratio, at an exercise price adjusted for the Public Share Exchange Ratio. Brilliant’s sponsor and current directors and officers will not be eligible for participation in the pool, and will receive one share of Nukkleus common stock for each Brilliant ordinary share, 0.1 shares of Nukkleus common stock for each Brilliant right, and one Nukkleus warrant for each Brilliant warrant.

 

Advisors

 

ClearThink Capital LLC is acting as financial advisor to Nukkleus. Schiff Hardin LLP is acting as legal advisor to Nukkleus. RedEight Capital Limited, Axiom Capital Management, Inc., and Earlybird Capital Inc. are acting as financial advisors to Brilliant. Loeb & Loeb LLP is acting as legal advisor to Brilliant.

 

 

 

About Brilliant Acquisition Corp.

 

Brilliant (Nasdaq: BRLI) is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combinations with one or more businesses or entities.

 

Additional Information and Where to Find It

 

This press release relates to a proposed business combination transaction between Nukkleus and Brilliant pursuant to which Nukkleus will become the parent company of Brilliant upon the closing of the transactions. In connection with the proposed transaction, Nukkleus intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “proxy statement”). The definitive proxy statement (if and when available) will be delivered to Nukkleus’s and Brilliant’s shareholders. 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 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 (if and when available) and other documents that are filed or will be filed with the SEC by Nukkleus or Brilliant 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

 

Nukkleus and its directors and executive officers are participants in the solicitation of proxies from the stockholders 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, filed with the SEC on December 29, 2021. 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.

 

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, 2020, filed with the SEC on October 13, 2021. 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

 

This press release contains forward-looking statements, including, among other things, statements regarding the anticipated benefits of the proposed transaction and the combined company becoming a publicly listed company, the anticipated impact of the proposed transaction on the combined companies’ business and future financial and operating results, the anticipated timing of closing of the proposed transaction, the anticipated growth of the space economy, the success and customer acceptance of Nukkleus’s product and service offerings, and other aspects of Nukkleus’s operations or operating results. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectations or intent regarding the combined company’s financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to complete the proposed transaction within the time frame anticipated or at all; (ii) the failure to realize the anticipated benefits of the proposed transaction or those benefits taking longer than anticipated to be realized; (iii) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Nukkleus and/or Brilliant securities; (iv) the risk that the transaction may not be completed by Brilliant’s business combination deadline and the potential failure to obtain further extensions of the business combination deadline if sought by Brilliant; (v) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement by the stockholders of Nukkleus, the consummation of the exchange by the Brilliant stockholders, the satisfaction of the minimum cash amount following redemptions by the public shareholders of Brilliant and the receipt of any governmental and regulatory approvals; (vi) the lack of a third party valuation in determining whether or not to pursue the proposed transaction; (vii) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (viii) the impact of COVID-19 on Nukkleus’s business and/or the ability of the parties to complete the proposed transaction; (ix) the effect of the announcement or pendency of the transaction on Nukkleus’s business relationships, performance, and business generally; (x) risks that the proposed transaction disrupts current plans and operations of Nukkleus and potential difficulties in Nukkleus employee retention as a result of the proposed transaction; (xi) the outcome of any legal proceedings that may be instituted against Nukkleus or Brilliant related to the merger agreement or the proposed transaction; (xii) the ability to obtain and maintain the listing of Brilliant’s securities and the ability to maintain Nukkleus’s securities, in each case on the NASDAQ Stock Market; (xiii) potential volatility in the price of Nukkleus’s and/or Brilliant’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Nukkleus operates, variations in performance across competitors, changes in laws and regulations affecting Nukkleus’s business and changes in the combined company’s capital structure; (xiv) the ability to implement business plans, identify and realize additional opportunities and achieve forecasts and other expectations after the completion of the proposed transaction; (xv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Nukkleus operates; (xvi) the inability of Nukkleus’s and its current and future collaborators to successfully develop and commercialize Nukkleus’s services in the expected time frame or at all; (xvii) the risk that the post-combination company may never achieve or sustain profitability; (xviii) Nukkleus’s potential need to raise additional capital to execute its business plan, which capital may not be available on acceptable terms or at all; (xix) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; (xx) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; (xxi) the risk that orders that have been placed by customers for launches with Nukkleus are cancelled or modified; (xxii) that the material weaknesses in Nukkleus’s internal control over financial reporting, if not corrected, could adversely affect the reliability of Nukkleus’s financial reporting; and (xxiii) the risk of regulatory lawsuits or proceedings relating to Nukkleus’s services. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those described in Nukkleus’s and Brilliant’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed or to be filed with the SEC by Nukkleus and Brilliant from time to time. The forward-looking statements included in this press release are made only as of the date hereof.

 

 

 

No Offer or Solicitation

 

This press release is not intended to and shall 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 Nukkleus or Brilliant may file with the SEC or send to Nukkleus’s or Brilliant’s stockholders in connection with the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

Contacts

Brilliant Acquisition Corporation

Dr. Peng Jiang

Chief Executive Officer

Brilliant Acquisition Corporation

+ (86) 021-80125497 

 

 

 

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