Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on February 22, 2022, Brilliant Acquisition Corporation,
a British Virgin Islands company ("Brilliant"), entered into an Agreement and
Plan of Merger (as amended by that certain Amendment No. 1 to the Merger
Agreement, dated as of September 21, 2022, and as it may be further amended,
supplemented or otherwise modified from time to time, the "Merger Agreement"),
by and among Brilliant and Nukkleus Inc., a Delaware corporation ("Nukkleus").
Upon consummation of the transactions contemplated by the Merger Agreement,
Nukkleus would become a Nasdaq-listed company ("PubCo") and the parent company
of Brilliant. The transactions contemplated by the Merger Agreement, are
hereinafter referred to as the "Business Combination."
On September 28, 2022, parties to the Merger Agreement entered into an Amendment
No. 2 to the Merger Agreement (the "Amendment") pursuant to which the parties
agreed to increase the amount of the "Backstop Pool" (as defined in the Merger
Agreement) of shares to be issued to Brilliant Public Shareholders in the
Business Combination from the lower of (1) 506,000, and (2) 20% of the aggregate
number of SPAC Shares and SPAC Rights issued and outstanding immediately prior
to the Effective Time (each as defined in the Merger Agreement) prior to the
Amendment to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of
SPAC Shares and SPAC Rights issued and outstanding immediately prior to the
Effective Time pursuant to the Amendment.
The foregoing descriptions of the Merger Agreement and the Amendment are not
complete and are subject to and qualified in their entirety by reference to the
Merger Agreement and the Amendment, copies of which are filed with this Current
Report on Form 8-K as Exhibits 2.1 and 2.2, respectively, and the terms of which
are incorporated by reference herein.
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.
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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.
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.
(d) Exhibits.
Exhibit No. Description
2.1† Agreement and Plan of Merger, dated as of February 22, 2022, by and
among Nukkleus Inc. and Brilliant Acquisition Corporation (incorporated
by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on February 22,
2022).
2.2 Amendment No 2. to Agreement and Plan of Merger, dated as of September
28, 2022, by and among Nukkleus Inc. and Brilliant Acquisition
Corporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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