공시 • Dec 02
Nukkleus Inc. (OTCPK:NUKK) completed the acquisition of Brilliant Acquisition Corporation (NasdaqCM:BRLI) from Nisun Investment Holding Limited and others in a reverse merger transaction.
Nukkleus Inc. (OTCPK:NUKK) signed a letter of intent to acquire Brilliant Acquisition Corporation (NasdaqCM:BRLI) from Nisun Investment Holding Limited and others in a reverse merger transaction on November 24, 2021. Nukkleus Inc. (OTCPK:NUKK) entered into an agreement to acquire Brilliant Acquisition Corporation(NasdaqCM:BRLI) from Nisun Investment Holding Limited and others for approximately $140 million in a reverse merger transaction on February 22, 2022. As a result of and upon the closing, all of the outstanding shares of Nukkleus Common Stock will be cancelled in exchange for the right to receive a pro -rata portion of 14,000,000 shares of Brilliant Common Stock. As per the terms of the 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. On November 1, 2023, the parties entered into the first amendment to the plan of merger, to revise the exchange ratio from 1:26.227 to 1:35, reduce the closing payment shares issuable to existing holders of Nukkleus common stock from 14,000,000 shares to 10,500,000 shares, and revise the composition of the post -Business Combination board of directors. Upon completion of the merger agreement, Nukkleus would become the Nasdaq-listed parent company of Brilliant and trade under the ticker symbol “NUKK.", with former Nukkleus stockholders owning approximately 68.6% stake and former Brilliant shareholders owning approximately 34% stake of the ordinary shares of Brilliant Acquisition Corporation. Following the Business Combination, Nukkleus and Brilliant will operate as a combined company under the name Nukkleus Inc. The Merger Agreement provides that, promptly following the signing of the Merger Agreement, Nukkleus shall form a British Virgin Islands company and wholly owned subsidiary of Nukkleus.
The transaction is subject to the following the receipt of the required approvals by Nukkleus’s and Brilliant’s shareholders, Nukkleus’s Registration Statement becoming effective, the approval of Nukkleus’s listing application, certain governmental approvals, the approval of the reverse stock split and Nukkleus having a gross amount of no less than $10 million in cash and cash equivalents available to it immediately after the closing, Brilliant’s unpaid debt, excluding certain transactions costs, not exceeding a threshold specified in the merger agreement, the domestication shall have been consummated and each of the additional agreements including the Registration Rights agreement, the Lock-Up agreements and the support agreements shall have been entered into and shall be in full force and effect. The transaction was unanimously approved by the Boards of Directors of Brilliant. The Board of Nukkleus also approved the business combination. Both Nukkleus’s and Brilliant’s board of directors unanimously recommended that holders of their common stock vote in favor of the proposal. The deal is expected to close in the second quarter of 2022. As of March 22, 2022, Brilliant announced that it has extended the period of time it will have to consummate its initial business combination by a further four months, or until July 23, 2022. As of July 19, 2022, Brilliant announced that it has extended the period of time to consummate its initial business combination by a further four months, or until October 23, 2022. As of October 17, 2022, the shareholders of Brilliant approved to extend the period of time it will have to consummate its initial business combination until November 23, 2022 or until January 23, 2023. As of January 25, 2023, Brilliant has extended the period of time to consummate its initial business combination until February 23, 2023. As of February 23, 2023, Brilliant has extended the period of time to consummate its initial business combination until March 23, 2023. In connection with the monthly extension to February 23, 2023, The shareholder approval also permits Brilliant to further extend Brilliant’s initial business combination deadline up to a further one month, or until April 23, 2023. As of March 21, 2023, Brilliant announced that it has extended the period to consummate its initial business combination until April 23, 2023. Nukkleus intends to use the proceeds from the transaction to accelerate growth across Nukkleus’s network, empowering Nukkleus’s portfolio of businesses to pioneer faster and more valuable custody. As of March April 5, 2023, Brilliant Acquisition Corporation shareholder meeting will be held on April 17, 2023, to discuss the transition. Special Meeting will be to consider and vote upon the following proposals, the proposal announced by Brilliant that it has extended the period of time it will have to consummate its initial business combination from April 23, 2023 to July 23, 2023. If the Extension Amendment and the Adjournment proposals are not approved and we do not consummate a business combination by April 23, 2023, will cease all operations except for the purpose of winding up, as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account. As of April 21, 2023, Brilliant has extended the period of time to consummate its initial business combination until May 23, 2023. As of Jun 16, 2023, the Brilliant Acquisition filled a proxy statement to conduct a special meeting of shareholders for the extension approval of initial business combination from July 23, 2023 to up to not later than December 23, 2023. As of August 23, Brilliant announced that it has extended the period of time it will have to consummate its initial business combination until September 23, 2023. On October 20, 2023, the business combination completion window is extended until November 23, 2023.
ClearThink Capital LLC acted as the exclusive financial advisor and Ralph De Martino of Schiff Hardin LLP acted as legal advisor to Nukkleus. Axiom Capital Management Inc., EarlyBirdCapital, Inc. and Red Eight Capital Limited acted as financial advisors and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor to Brilliant. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Brilliant Acquisition Corporation. Issuer Direct Corporation (NYSEAM:ISDR) acted as transfer agent and registrar to Nukkleus. ArentFox Schiff, Axiom, Red Eight Capital and Loeb & Loeb also provided due diligence services. Ralph V. De Martino, Robert J. Minkus and Andrew M. Banks of ArentFox Schiff LLP acted as legal advisors to Nukkleus. The Benchmark Company, LLC acted as financial advisor and fairness opinion provider to Brilliant Board. Karen Smith of Advantage Proxy, Inc. acted as proxy solicitor to Brilliant and Nukkleus and received a fee of $10,000, plus disbursements from Brilliant and $5,000 from Nukkleus. Brilliant has agreed to pay Benchmark for their services in connection with the Business Combination an aggregate fee of up to $400,000, of which (a) $50,000 being paid to Benchmark upon the execution of the engagement letter among the parties, and an additional $350,000 being paid to Benchmark upon the earlier of the closing of the Business Combination and August 15, 2022. As of June 30, 2023, Nukkleus has paid ClearThink $140,000 and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to Clear Think to date. Brilliant will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in a Business Combination if EarlyBirdCapital introduces Brilliant to the target business with which Brilliant completes a Business Combination.
Nukkleus Inc. (OTCPK:NUKK) completed the acquisition of Brilliant Acquisition Corporation (NasdaqCM:BRLI) from Nisun Investment Holding Limited and others in a reverse merger transaction on November 30, 2023.