Item 1.01 Entry into a Material definitive Agreement.





Amendment to Merger 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 it may be 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 January 20, 2023, parties to the Merger Agreement entered into an Amendment No. 3 to the Merger Agreement (the "Amendment") solely to extend the Outside Closing Date (as defined in the Merger Agreement), to the later of (i) April 23, 2023, or, (ii) following the approval by Brilliant's shareholders of an extension of the life of the SPAC pursuant to Brilliant's organizational documents, to the date so approved, but not later than June 23, 2023.

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.





Promissory Note

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Brilliant issued an unsecured promissory note dated January 20, 2023, in the aggregate principal amount of $21,350 (the "Note") to 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 February 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 January 23, 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 January 23, 2023 to up to not later than April 23, 2023, extendable by the Company on a monthly basis without further shareholder approval upon deposit of $0.04 per public ordinary share of the Company (the "Top-up Amount").

Notwithstanding the Top-up Amount set forth in the Amended Articles, as disclosed in the Definitive Additional Materials on Form DEFA14A filed by the Company with the Securities and Exchange Commission (the "SEC") on January 17, 2023, the Company undertook to increase the amount to be paid into the Trust Account for each monthly extension from $0.04 to $0.0525. Subsequently, the Company has committed to increase the amount to be paid into the Trust Account for any extension from February 23, 2023 to March 23, 2023 and from March 23, 2023 April 23, 2023 to $0.08 per ordinary share outstanding.





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Item 5.07. Submissions of Matters to a Vote of Security Holders.

The Company held the special meeting of shareholders of the Company (the "Special Meeting") on January 19, 2023 at 10:00 a.m. Eastern Time. The Special Meeting was held via teleconference. Summarized below are the results of the matters submitted to a vote at the 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 January 23, 2023 to up to not
later than April 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.              1,630,091              30          2,000

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.                                            1,630,091              30          2,000

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 159,203 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 $4.4 million. Accordingly, following such redemptions and the deposit of the contribution of $0.525 per outstanding ordinary share, the Company has 1,816,733 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 $10.77 per public share.

On January 24, 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 February 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.





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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 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 . . .

Item 9.01. Financial Statements and Exhibits





(c) 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 23,
              2022).
2.2             Amendment No 3. to Agreement and Plan of Merger, dated as of January
              20, 2023, by and among Nukkleus Inc. and Brilliant Acquisition
              Corporation.
3.1             Amended and Restated Articles of Association
10.1            Promissory Note, dated January 20, 2023
99.1            Press Release, dated January 24, 2023
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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