Brilliant Acquisition Corporation *

Brilliant Acquisition Corporation *

Oct 19, 2020 by Roman Developer

* DISCLOSURE – Please note that BRLI has had SIX extension votes. Due to restrictions in our internal database, we had to combine certain inputs for extension vote 5 and extension vote 6. The following data inputs have been affected: Ext Vote 5 Redemptions, Vote Extension 5 (Months), Vote Ext. 5 (# of Exts.), Ext Vote 5 Date, Ext Vote 5 Rdmpt Price. Please see below or the Corporate Action table for separated extension vote information. 


PROPOSED BUSINESS COMBINATION: Nukkleus, Inc.

ENTERPRISE VALUE: $140 million
ANTICIPATED SYMBOL: NUKK

Brilliant Acquisition Corporation proposes to combine with Nukkleus, Inc.

Nukkleus Inc is a financial technology company that is focused on providing software and technology solutions for the retail foreign exchange trading industry. It provides software, technology, customer sales and marketing, and risk management technology hardware and software solutions package to FXDD Malta Limited. The company’s operating segment includes General support services and Financial services. It generates maximum revenue from the General support services segment.


SUBSEQUENT EVENT -11/2/23 – LINK

  • On November 1, 2023, an Amendment No. 1 to the Merger Agreement was executed, altering the Exchange Ratio to 1:35, reducing the Closing Payment Shares for Nukkleus common stock holders from 14,000,000 to 10,500,000 shares, and modifying the post-Business Combination board of directors.

EXTENSION #6 – 7/21/23 – LINK

  • The SPAC approved the extension from July 23, 2023 to Decemeber 23, 2023.
    • 1,779 shares were redeemed for $11.17 per share.
    • $0.08/share per month will be deposited into the trust account.

EXTENSION #5 – 4/21/23 – LINK

  • The SPAC approved the extension from April 23, 2023 to July 23, 2023.
    • 258 shares were redeemed for $10.93 per share.
    • $0.08/share per month will be deposited into the trust account.

EXTENSION #4 – 1/25/23 – LINK

  • The SPAC extended the period of time it will have to consummate its initial business combination from 1/23/23 to 4/23/23
    • Shareholders elected to redeem 159,203 shares, and the pro rata portion of the funds available in the trust account is approximately $10.77 per public share.
    • The first monthly extension was a contribution of $0.0525, and the next two preceding months will be contributions of $0.08/Share

EXTENSION #3 – 11/18/22 – LINK

  • Brilliant Acquisition Corporation announced that it 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.
  • In connection with the extension, Nukkleus, Inc. has deposited $22,600 in Brilliant’s trust account, representing $0.04 per public ordinary share of Brilliant currently outstanding, as additional interest on the proceeds in the trust account.
  • The extension was previously approved by Brilliant’s shareholders on October 17, 2022.
  • The shareholder approval also permits Brilliant to further extend Brilliant’s initial business combination deadline up to a further one month, or until January 23, 2023, upon deposit of an additional $22,600 in the trust account. 

EXTENSION #2 – 10/19/22 – LINK

  • The Amended Articles extend the date by which the Company has to consummate a business combination from October 23, 2022 to up to not later than January 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.
    • Shareholders requested to redeem 2,375,991 shares for $10.64/Share

SUBSEQUENT EVENT – 9/22/22 – LINK

  • On September 28, 2022, parties to the Merger Agreement entered into an Amendment No. 2 to the Merger Agreement:
    • Pursuant to which the parties agreed to increase the amount of the “Backstop Pool” 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 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.

SUBSEQUENT EVENT – 9/22/22 – LINK

  • On September 21, 2022, parties to the Merger Agreement entered into an Amendment No. 1 to the Merger Agreement solely to extend the Outside Closing Date to the later of
    • (i) October 23, 2022, or,
    • (ii) following the approval by Brilliant’s shareholders of the extension of the life of the SPAC, to the date so approved, but not later than January 23, 2023.

EXTENSION #1 – 7/19/22 – LINK

  • The SPAC announced today that it has extended the period of time it will have to consummate its initial business combination by a further three months, or until October 23, 2022.
    • The sponsor deposited $353,000 in Brilliant’s trust account, representing $0.12 per public ordinary share

SUBSEQUENT EVENT – 6/17/22 – LINK

  • On June 17, 2022 Brilliant Acquisition Corporation and EarlyBirdCapital, Inc. agreed to terminate its previously disclosed Business Combination Marketing Agreement.
  • Pursuant to the Business Combination Marketing Agreement, the Company engaged the Representative to act as an advisor in connection with the Company’s initial business combination.
  • The Company had agreed to pay the Representative a cash fee for such services upon the consummation of the Company’s initial business combination in an amount equal to 3.5% of the gross proceeds of the Company’s initial public offering.
  • Pursuant to the Termination Agreement, the Representative acknowledged that no amounts are due to it by the Company and the Company acknowledged that it has no claim against the Representative in connection with the termination of the Business Combination Marketing Agreement.
  • In addition, the Representative agreed to return to the Company for cancelation the 100,000 ordinary shares of the Company held by the Representative that it received as representative shares in connection with the Company’s initial public offering.

TRANSACTION

  • Nukkleus will undertake a reverse stock split at a ratio of 1:25.146, or such other ratio as may be agreed between Nukkleus and Brilliant.
    • Nukkleus has 352,024,371 shares of common stock issued and outstanding, and an additional 15,151,515 shares of common stock are expected to be issued in March 2022 in connection with a Purchase and Sale Agreement, dated as of December 30, 2021, between the Company and the shareholder of Digiclear Ltd. disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2021, filed with the SEC on February 14, 2022.
  • On November 1, 2023, an Amendment No. 1 to the Merger Agreement was executed, altering the Exchange Ratio to 1:35, reducing the Closing Payment Shares for Nukkleus common stock holders from 14,000,000 to 10,500,000 shares, and modifying the post-Business Combination board of directors. – LINK
  • The proposed business combination is expected to close in the second or third quarter of 2022.

PIPE

  • There is no PIPE at this time.

LOCK-UP

  • Company and Sponsor
    • 2 years from the Closing Date and the date on which the share price exceeds $12.50 during a 20/30 day trading period 1-year post Closing.

NOTABLE CONDITIONS TO CLOSING

  • Nukkleus having a gross amount of no less than $10,000,000 in cash and cash equivalents available to it immediately after the Closing

NOTABLE CONDITIONS TO TERMINATION

  • Subsequent Event – On September 21, 2022, parties to the Merger Agreement entered into an Amendment No. 1 to the Merger Agreement solely to extend the Outside Closing Date to the later of
    • (i) October 23, 2022, or,
    • (ii) following the approval by Brilliant’s shareholders of the extension of the life of the SPAC, to the date so approved, but not later than January 23, 2023.
  • By either Nukkleus or Brilliant if the Business Combination is not consummated by March 23, 2022, or, in the event that the life of Brilliant is extended beyond such date in accordance with Brilliant’s organizational documents, September 23, 2022

ADVISORS

  • ClearThink Capital LLC is acting as a financial advisor to Nukkleus.
  • Schiff Hardin LLP is acting as a legal advisor to Nukkleus.
  • RedEight Capital Limited, Axiom Capital Management, Inc., and Earlybird Capital Inc. are acting as financial advisors to Brilliant.
  • Loeb & Loeb LLP is acting as legal advisor to Brilliant.

MANAGEMENT & BOARD


Executive Officers

Chuanwei Chen, 32
Chairman, CEO & CFO

Mr. Chen is an experienced executive officer and manager in the financial and business management industry. Since April 2018, Mr. Chen has been the Vice President of Investment of Ning Sheng Enterprise Co. Since 2018, he has also been a managing director at GVC Holdings Group Ltd., a business consulting firm where he is in charge of the operations and management of asset allocation and consulting business. He previously was general manager at Shanghai Yingpin Consulting Ltd., a business consulting firm in China, and was a senior partner at Phoenix Trading Ltd. (Hongkong) from 2012 to 2017 in Hong Kong, being responsible for the administration and operations of the firms. Between 2009 and 2012, he worked at World Trading Securities (Asia) Inc. as a risk manager, where he developed the overall risk management plans of various business operations for the company, organized the risk team to implementing the risk plans, and built a stable business relationship with key customers. From 2008 to 2010, he also worked at SWIFT Trade Inc. as a senior trader in equity market trading department. Mr. Chen has a Bachelor’s degree of Electronic Information Engineering from Shandong University of Science and Technology and he holds the Securities Practice Qualification Certificate (China), the Certificates of Futures Qualification and Private Equity Fund Qualification (China), the Gold Trade Certificate (China), the Intermediate Economist (China) and the Certificate of FRM, GARP.


 

Board of Directors

Xiaoying Sun, 42
Director

Ms. Sun is an experienced financial and accounting manager with decades of working experience in the business management industry. Since 2016, she has been the partner at Shanghai Xindong Investment Management Co. Ltd., an investment advisory company in China, providing related accounting service and auditing process for clients applying for public listing in the overseas. From 2011 to 2016, she was the secretary of the board of directors at Fosun Group, a China Fortune Global 500 (ranked #81 in 2019) company and one of the leading firms in investment and wealth management in China. At Fosun Group, she handled the financial and operational information disclosure in accordance with regulations of Shanghai Stock Exchange for all public companies invested and managed by Fosun Group, maintained investor relationships, assisted and coordinated with the periodical and annual internal shareholders and board meetings, handled the periodical public filing reports, and coordinated to issue corporate bonds and other financial projects for the company, including interacting with financial institutions and communicating with regulators. She was the CFO at Forte Group, one of the top real estate developers in China which is a subsidiary of Fosun Group (HKEX: 0656 HK) from 2005 to 2010. During that time, she was responsible for the daily operations of its subsidiary companies, guided them on company financial statements and financial planning process, was in charge of budgeting plans, budgeting analysis and budget monitoring, as well as contract review and taxation plan execution. Ms. Sun has a Master of Business Administration degree from Shanghai University in China and a Master’s degree from University of Liège in Belgium. She is a certified accountant in China.


Zan Wu, 42
Director

In 2017, Mr. Wu founded Wingkim Finance &Tech Service (Beijing) Ltd, which provides one-stop financial service as well as SAAS (Software-As-A-Service) based on-line accounting services in China. He has also been a senior consultant in internal control of Gridsum Holding Inc. (Nasdaq: GSUM), which is a big data analysis and solution provider for multinational and domestic enterprises, since August 2018. Mr. Wu was the CFO at Yulong Eco-Materials Ltd. (Nasdaq: YECO) from 2014 to 2017. From 2010 to 2014, Mr. Wu was chief financial officer of SinoCoking Coal and Coke Chemical Industries, Inc. with its subsidiaries in the business of coal and coke sales in China. From 2006 to 2009, he was the chief representative of Global American, Inc. (China representative office). From 2004 to 2006, he was the assistant manager and the financial manager at Domino Scientific Equipment Ltd. From 2003 to 2004, he was a financial analyst at VIR Consultancy Ltd. Mr. Wu holds a Bachelor degree in accounting from the Capital University of Economics and Business and a Master degree in financial management and control from Aston Business School.


Mitchell Cariaga, 60 [Resigned 2/15/22]
Director

Mr. Cariaga is seasoned financial manager working in the private investment sector of international capital markets. Since 2007, he has been the president at Orange Grove Trading Company, a consulting firm that provides consulting services for international capital markets. since 2007. From 2008 to 2015, Orange Grove was retained by Title Trading to build and manage Title Trading’s international trading teams in four countries and multiple capital markets. While on this assignment, he worked in the development and execution of algorithmic trading strategies with complex risk parameters that integrated human understanding and analysis with algorithmic computer processes. As part of this role, Mr. Cariaga also managed cross functional teams responsible for daily risk metrics, and led a market risk management modeling team for various markets involving commodities, Foreign Exchange, equities, and bonds. From 2002 to 2008, he worked at Asian American Financial Insurance Services (AAFIS) in Shenyang, China, where he led the development of international trading desks in China, with over 600 traders across a broad variety of asset classes. There, Mr. Cariaga developed a market risk management modeling team for the company as the technology lead for algorithmic trading, and developed the China based business for four different leveraged asset classes in the stocks, futures, and options markets in the U.S. From 1998 to 2002, he managed his own proprietary capital, balancing various risk factors to establish a trading model with a high confidence probability rating. During that time Mr. Cariaga also was asked by Online Trading Academy to provide formal training for its team members. Mr. Cariaga has a Master’s in Theology degree from Grace Theological Seminary and a Bachelor in History degree from California State University.


Brian Ferrier, — [Appointed 2/24/22]
Director

TBD


Yebo Shen, — [Appointed 2/24/22]
Director

TBD