Form 425 - Prospectuses and communications, business combinations
November 29 2023 - 4:15PM
Edgar (US Regulatory)
Filed by Brilliant Acquisition Corporation
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: November 29, 2023
BRILLIANT ACQUISITION CORPORATION
99 Dan Ba Road, C-9, Putuo District
Shanghai, Peoples Republic of China
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
FOR
SPECIAL MEETING OF SHAREHOLDERS
On November
14, 2023, Brilliant Acquisition Corporation (the “Brilliant,” “we,” “our” or “us”) filed
with the Securities and Exchange Commission a definitive proxy statement/prospectus pursuant to Rule 424(b)(3) (Registration No. 333-273401)
for the Special Meeting of Shareholders to be held on December 1, 2023 at 10:00 a.m. ET (the “Definitive Proxy Statement”).
Brilliant is filing this supplement on November 29, 2023, to disclose that the chairman intends to adjourn the meeting to December 13,
2023 at 10:00 a.m. ET. The date by which public shareholders may submit redemption requests for their public ordinary shares will not
be extended. Brilliant will be holding the adjourned meeting via teleconference using the following dial-in information:
US Toll Free |
|
888-475-4499 |
Meeting ID |
|
6526144748 |
Web Address for Audio Conference |
|
https://loeb.zoom.us/pac/join/6526144748 |
Except as amended and supplemented
above, all other information in the Definitive Proxy Statement remains unchanged. The updated disclosures should be read in conjunction
with the disclosures contained in the Definitive Proxy Statement, which should be read in its entirety. To the extent the information
set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall
supersede or supplement the information in the Definitive Proxy Statement. Terms used herein, unless otherwise defined, have the meanings
set forth in the Definitive Proxy Statement.
Additional Information
and Where to Find It
This
communication relates to a proposed business combination among Nukkleus, Brilliant and Merger Sub in which Merger Sub would merge into
Nukkleus. In connection with the proposed transaction, Brilliant has filed with the SEC a registration statement on Form S-4 that includes
a proxy statement of Brilliant and Nukkleus and that also constitutes a prospectus of Brilliant with respect to the shares to be issued
in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus has been delivered
to Brilliant’s shareholders and Nukkleus’s stockholders. Each of Brilliant and Nukkleus 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 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 are also 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, 2022, filed with the SEC
on March 10, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are 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, 2022, filed with the SEC on April 10,
2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, are 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 Brilliant’s Form S-4 registration statement
described above, when available, 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.
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