Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On April 20, 2023, Brilliant Acquisition Corporation (the "Company" or
"Brilliant") issued an unsecured promissory note dated April 20, 2023, in the
aggregate principal amount of $32,450 (the "Note") to Nukkleus, Inc.
("Nukkleus"), the counterparty to the previously announced merger agreement
dated as of February 22, 2022 (as amended to date), pursuant to which a proposed
business combination among Nukkleus, Brilliant and Merger Sub, Inc. ("Merger
Sub") would occur in which Merger Sub would merge into Brilliant, and Brilliant
would become a wholly-owned subsidiary of Nukkleus. The Note does not bear
interest and matures upon closing of the Company's initial business combination.
In the event that the Company does not consummate a business combination, the
Note will be repaid only from amounts remaining outside of the Company's trust
account, if any. The proceeds of the Note have been deposited in the Company's
trust account in connection with extending the business combination completion
window until May 23, 2023.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed with this Current Report
on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 21, 2023, subsequent to the approval by its shareholders of the amended
and restated articles of association (the "Amended Articles") of the Company,
the Company filed the Amended Articles with the British Virgin Islands General
Registry, effective the same day. The Amended Articles extend the date by which
the Company has to consummate a business combination from April 23, 2023 to up
to not later than July 23, 2023, extendable by the Company on a monthly basis
without further shareholder approval upon deposit of $0.08 per public ordinary
share of the Company (the "Top-up Amount").
1
Item 5.07. Submissions of Matters to a Vote of Security Holders.
The Company initially held a special meeting of shareholders (the "Special
Meeting") of the Company (the "Initial Special Meeting") on April 17, 2023 at
10:00 a.m. Eastern Time. At the Initial Special Meeting, the Chairman
determined, in his discretion during this meeting, to present an adjournment
proposal to the Initial Special Meeting with respect to the Extension Amendment
Proposal (as defined below) and the Amended Articles Proposal (as defined
below), and the shareholders of the Company voted to adjourn the meeting until
April 20, 2023 at 10:00 a.m. Eastern Time (the "Adjourned Special Meeting"). The
Company then held the Adjourned Special Meeting on April 20, 2023. The meetings
were held via teleconference. Summarized below are the results of the matters
submitted to a vote at the Adjourned Special Meeting.
Matter For Against Abstain
Proposal 1 - The Extension Amendment Proposal - A
proposal to amend the Company's currently adopted
amended and restated articles of association (the
"Current Articles"), to extend the date by which
the Company has to consummate a business
combination from April 23, 2023 to up to not later
than July 23, 2023 by deleting articles 18.6(A)
and 18(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 to the Company's proxy statement. 1,181,812 2 0
Proposal 2 - The Amended Articles Proposal - A
proposal to adopt an amended and restated articles
of association of the Company reflecting the
amendments to the Current Articles set out in
Proposal 1. 1,181,812 2 0
Proposal 1 and Proposal 2 were approved by the Company's shareholders.
Item 7.01 Regulation FD Disclosure.
The Company's shareholders elected to redeem an aggregate of 258 shares in
connection with the Special Meeting. Following such redemptions and the deposit
of the contribution described above, the amount of funds remaining in the trust
account is approximately $4.47 million. Accordingly, following such redemptions
and the deposit of the contribution of $0.08 per outstanding ordinary share, the
Company has 1,816,475 ordinary shares issued and outstanding (1,411,000 of which
are shares held by our initial shareholders and are not subject to redemption)
and the pro rata portion of the funds available in the trust account is
approximately $11.02 per public share.
On April 21, 2023, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the
Company has extended the period of time it will have to consummate its initial
business combination by a further one month, or until May 23, 2023, and related
matters.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
2
Additional Information and Where to Find It
This Current Report relates to a proposed business combination among Nukkleus,
Brilliant and Merger Sub in which Merger Sub would merge into Brilliant. In
connection with the proposed transaction, Nukkleus has filed with the SEC a
registration statement on Form S-4 that includes a proxy statement of Nukkleus
and that also constitutes a prospectus of Nukkleus with respect to the PubCo
Shares to be issued in the proposed transaction (the "proxy
statement/prospectus"). The definitive proxy statement/prospectus (if and when
available) will be delivered to Nukkleus's stockholders. Each of Nukkleus and
Brilliant may also file other relevant documents regarding the proposed
transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF NUKKLEUS AND BRILLIANT ARE URGED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the proxy
statement/prospectus (if and when available) and other documents that are filed
or will be filed with the SEC by Brilliant or Nukkleus through the website
maintained by the SEC at www.sec.gov. Stockholders of Nukkleus will also be able
to obtain a copy of the definitive proxy statement, without charge by directing
a request to: Nukkleus, Inc., 525 Washington Boulevard, Jersey City, New Jersey
07310. Shareholders of Brilliant will also be able to obtain a copy of the
definitive proxy statement, without charge by directing a request to: Brilliant
Acquisition Corporation, 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples
Republic of China.
Participants in the Solicitation
Brilliant and its directors and executive officers are participants in the
solicitation of proxies from the shareholders of Brilliant in respect of the
proposed transaction. Information about Brilliant's directors and executive
officers and their ownership of Brilliant's ordinary shares is set forth in
Brilliant's Annual Report on Form 10-K for the year ended December 31, 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, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the SEC
in respect of the proposed transaction when they become available. You may
obtain free copies of these documents as described in the preceding paragraph.
Nukkleus and its directors and executive officers are participants in the
solicitation of proxies from the shareholders of Nukkleus in respect of the
proposed transaction. Information about Nukkleus's directors and executive
officers and their ownership of Nukkleus common stock is set forth in Nukkleus's
Annual Report on Form 10-K for the year ended September 30, 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, 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.
3
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this document, including but not limited to: (i) the risk that the proposed
business combination may not be completed in a timely manner or at all, which
may adversely affect the price of Nukkleus and/or Brilliant securities; (ii) the
risk that the proposed business combination may not be completed by Brilliant's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Brilliant; (iii) the failure
to satisfy the conditions to the consummation of the proposed business
combination, including the approval of the proposed business combination by the
stockholders of Nukkleus and/or Brilliant, the satisfaction of the minimum trust
account amount following redemptions by Brilliant's public shareholders and the
receipt of certain governmental and regulatory approvals; (iv) the effect of the
announcement or pendency of the proposed business combination on Nukkleus's
business relationships, performance, and business generally; (v) risks that the
proposed business combination disrupts current plans of Nukkleus and potential
difficulties in Nukkleus employee retention as a result of the proposed business
combination; (vi) the outcome of any legal proceedings that may be instituted
against Nukkleus or Brilliant related to the agreement and plan of merger or the
proposed business combination; (vii) the ability to maintain the listing of
Brilliant's securities on the Nasdaq Stock Market; (viii) the price of
Nukkleus's and/or Brilliant's securities, including volatility resulting from
changes in the competitive and highly regulated industries in which Nukkleus and
Brilliant plan to operate, variations in performance across competitors, changes
in laws and regulations affecting Nukkleus's business and changes in the
combined capital structure; and (ix) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed business
combination, and identify and realize additional opportunities. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the proxy
statement/prospectus contained in Nukkleus's Form S-4 registration statement
described below, including those under "Risk Factors" therein, the Annual Report
on Form 10-K for Nukkleus and Brilliant, Quarterly Reports on Form 10-Q for
Nukkleus and Brilliant and other documents filed by Nukkleus and/or Brilliant
from time to time with the U.S. Securities and Exchange Commission (the "SEC").
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Nukkleus and Brilliant assume no obligation and,
except as required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither Nukkleus nor Brilliant gives any assurance that
either Nukkleus or Brilliant will achieve its expectations.
No Offer or Solicitation
This communication is not intended to and will not constitute an offer to sell
or the solicitation of an offer to sell or to buy any securities or a
. . .
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
3.1 Amended and Restated Articles of Association
10.1 Promissory Note, dated April 20, 2023
99.1 Press Release, dated April 21, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
5
© Edgar Online, source Glimpses