Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On November 18, 2022, Brilliant Acquisition Corporation (the "Company" or
"Brilliant") issued an unsecured promissory note in the aggregate principal
amount of $22,600 (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 December 23,
2022.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed with this Current Report
on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 18, 2022, 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 December 23, 2022, 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.
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Additional Information and Where to Find It
This Current Report relates to a proposed business combination among Nukkleus,
Brilliant and Merger Sub in which Merger Sub would merge into Brilliant. In
connection with the proposed transaction, Nukkleus has filed with the Securities
and Exchange Commission (the "SEC") a registration statement on Form S-4 that
includes a proxy statement of Nukkleus and that also constitutes a prospectus of
Nukkleus with respect to the PubCo Shares to be issued in the proposed
transaction (the "proxy statement/prospectus"). The definitive proxy
statement/prospectus (if and when available) will be delivered to Nukkleus's
stockholders. Each of Nukkleus and Brilliant may also file other relevant
documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NUKKLEUS AND
BRILLIANT ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the proxy
statement/prospectus (if and when available) and other documents that are filed
or will be filed with the SEC by Brilliant or Nukkleus through the website
maintained by the SEC at www.sec.gov. Stockholders of Nukkleus will also be able
to obtain a copy of the definitive proxy statement, without charge by directing
a request to: Nukkleus, Inc., 525 Washington Boulevard, Jersey City, New Jersey
07310. Shareholders of Brilliant will also be able to obtain a copy of the
definitive proxy statement, without charge by directing a request to: Brilliant
Acquisition Corporation, 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples
Republic of China.
Participants in the Solicitation
Brilliant and its directors and executive officers are participants in the
solicitation of proxies from the shareholders of Brilliant in respect of the
proposed transaction. Information about Brilliant's directors and executive
officers and their ownership of Brilliant's ordinary shares is set forth in
Brilliant's Annual Report on Form 10-K for the year ended December 31, 2021,
filed with the SEC on March 31, 2022. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the SEC
in respect of the proposed transaction when they become available. You may
obtain free copies of these documents as described in the preceding paragraph.
Nukkleus and its directors and executive officers are participants in the
solicitation of proxies from the shareholders of Nukkleus in respect of the
proposed transaction. Information about Nukkleus's directors and executive
officers and their ownership of Nukkleus common stock is set forth in Nukkleus's
Annual Report on Form 10-K for the year ended September 30, 2021, initially
filed with the SEC on December 29, 2021, as amended to date. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be
filed with the SEC in respect of the proposed transaction when they become
available. You may obtain free copies of these documents as described above.
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Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this document, including but not limited to: (i) the risk that the proposed
business combination may not be completed in a timely manner or at all, which
may adversely affect the price of Nukkleus and/or Brilliant securities; (ii) the
risk that the proposed business combination may not be completed by Brilliant's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Brilliant; (iii) the failure
to satisfy the conditions to the consummation of the proposed business
combination, including the approval of the proposed business combination by the
stockholders of Nukkleus and/or Brilliant, the satisfaction of the minimum trust
account amount following redemptions by Brilliant's public shareholders and the
receipt of certain governmental and regulatory approvals; (iv) the effect of the
announcement or pendency of the proposed business combination on Nukkleus's
business relationships, performance, and business generally; (v) risks that the
proposed business combination disrupts current plans of Nukkleus and potential
difficulties in Nukkleus employee retention as a result of the proposed business
combination; (vi) the outcome of any legal proceedings that may be instituted
against Nukkleus or Brilliant related to the agreement and plan of merger or the
proposed business combination; (vii) the ability to maintain the listing of
Brilliant's securities on the Nasdaq Stock Market; (viii) the price of
Nukkleus's and/or Brilliant's securities, including volatility resulting from
changes in the competitive and highly regulated industries in which Nukkleus and
Brilliant plan to operate, variations in performance across competitors, changes
in laws and regulations affecting Nukkleus's business and changes in the
combined capital structure; and (ix) the ability to implement business plans,
forecasts, and other expectations after the completion of the proposed business
combination, and identify and realize additional opportunities. The foregoing
list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the proxy
statement/prospectus contained in Nukkleus's Form S-4 registration statement
described below, including those under "Risk Factors" therein, the Annual Report
on Form 10-K for Nukkleus and Brilliant, Quarterly Reports on Form 10-Q for
Nukkleus and Brilliant and other documents filed by Nukkleus and/or Brilliant
from time to time with the U.S. Securities and Exchange Commission (the "SEC").
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Nukkleus and Brilliant assume no obligation and,
except as required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither Nukkleus nor Brilliant gives any assurance that
either Nukkleus or Brilliant will achieve its expectations.
No Offer or Solicitation
This communication is not intended to and will not constitute an offer to sell
or the solicitation of an offer to sell or to buy any securities or a
solicitation of any vote or approval and is not a substitute for the proxy
statement/prospectus or any other document that Brilliant or Nukkleus may file
with the SEC or send to Nukkleus's and/or Brilliant's shareholders in connection
with the proposed transaction. No offer of securities will be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
10.1 Promissory Note, dated November 18, 2022
99.1 Press Release, dated November 18, 2022
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