NEW YORK, Feb. 24, 2022 /PRNewswire/ -- Brilliant
Acquisition Corp (Nasdaq: BRLI) ("Brilliant or the Company"), a
publicly-traded special purpose acquisition company formed in the
British Virgin Islands, yesterday
announced the signing of a merger agreement for a proposed business
combination with Nukkleus, Inc. (f/k/a Compliance & Risk
Management Solutions Inc.)
Management comments:
Commenting on this transaction Dr. Peng
Jiang chairman of Brilliant noted; "We have been seeking a
quality opportunity in the global fintech sector for quite some
time. Given the international sponsorship of Brilliant, we
particularly appreciate that Nukkleus's Digital RFQ subsidiary
operates on a worldwide basis capturing a global institutional
audience for its services."
Proposed Value for Each Nukkleus Share:
The merger agreement contemplates an acquisition price of
$140 million dollars, representing a
premium to current Nukkleus shareholders, with an approximate
acquisition price of 38 cents per
share.
Offer structure:
The merger agreement contemplates that prior to the effective
time of the acquisition, Nukkleus will effect a reverse stock split
such that 14.0 million shares of Nukkleus common stock will be
issued and outstanding immediately prior to the effective
time. Following the reverse stock split, public holders of
Brilliant ordinary shares and Brilliant rights who elect not to
redeem their Brilliant shares in connection with the proposed
business combination will receive in exchange for each Brilliant
ordinary share, one share of Nukkleus common stock, and in exchange
for each Brilliant right, 0.1 shares of Nukkleus common stock, plus
a pro rata share of a pool of shares created for the benefit of
Brilliant public shareholders (the "Public Share Exchange
Ratio").
The pool will equal a number of shares of Nukkleus common stock
equal to the lower of (1) 506,000, and (2) 20% of the aggregate
number of Brilliant ordinary shares and rights issued and
outstanding immediately prior to the effective time. Public
holders of Brilliant warrants will also receive warrants
exercisable for shares of Nukkleus common stock at the same Public
Share Exchange Ratio, at an exercise price adjusted for the Public
Share Exchange Ratio. Brilliant's sponsor and current
directors and officers will not be eligible for participation in
the pool, and will receive one share of Nukkleus common stock for
each Brilliant ordinary share, 0.1 shares of Nukkleus common stock
for each Brilliant right, and one Nukkleus warrant for each
Brilliant warrant.
Advisors
ClearThink Capital LLC is acting as financial advisor to
Nukkleus. Schiff Hardin LLP is acting as 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.
About Brilliant Acquisition Corp.
Brilliant (Nasdaq: BRLI) is a blank check company organized for
the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
other similar business combinations with one or more businesses or
entities.
Additional Information and Where to Find It
This press release relates to a proposed business combination
transaction between Nukkleus and Brilliant pursuant to which
Nukkleus will become the parent company of Brilliant upon the
closing of the transactions. In connection with the proposed
transaction, Nukkleus intends to file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4 (the "proxy statement"). The definitive proxy statement (if and
when available) will be delivered to Nukkleus's and Brilliant's
shareholders. 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 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 (if and when available) and other documents that
are filed or will be filed with the SEC by Nukkleus or Brilliant
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
Nukkleus and its directors and executive officers are
participants in the solicitation of proxies from the stockholders
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, filed with the SEC on
December 29, 2021. 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.
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, 2020, filed with the SEC
on October 13, 2021. 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
This press release contains forward-looking statements,
including, among other things, statements regarding the anticipated
benefits of the proposed transaction and the combined company
becoming a publicly listed company, the anticipated impact of the
proposed transaction on the combined companies' business and future
financial and operating results, the anticipated timing of closing
of the proposed transaction, the anticipated growth of the space
economy, the success and customer acceptance of Nukkleus's product
and service offerings, and other aspects of Nukkleus's operations
or operating results. Words such as "may," "should," "will,"
"believe," "expect," "anticipate," "target," "project," and similar
phrases that denote future expectations or intent regarding the
combined company's financial results, operations, and other matters
are intended to identify forward-looking statements. You should not
rely upon forward-looking statements as predictions of future
events. The outcome of the events described in these
forward-looking statements is subject to known and unknown risks,
uncertainties, and other factors that may cause future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the ability to complete
the proposed transaction within the time frame anticipated or at
all; (ii) the failure to realize the anticipated benefits of the
proposed transaction or those benefits taking longer than
anticipated to be realized; (iii) the risk that the transaction may
not be completed in a timely manner or at all, which may adversely
affect the price of Nukkleus and/or Brilliant securities; (iv) the
risk that the transaction may not be completed by Brilliant's
business combination deadline and the potential failure to obtain
further extensions of the business combination deadline if sought
by Brilliant; (v) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
business combination agreement by the stockholders of Nukkleus, the
consummation of the exchange by the Brilliant stockholders, the
satisfaction of the minimum cash amount following redemptions by
the public shareholders of Brilliant and the receipt of any
governmental and regulatory approvals; (vi) the lack of a third
party valuation in determining whether or not to pursue the
proposed transaction; (vii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
business combination agreement; (viii) the impact of COVID-19 on
Nukkleus's business and/or the ability of the parties to complete
the proposed transaction; (ix) the effect of the announcement or
pendency of the transaction on Nukkleus's business relationships,
performance, and business generally; (x) risks that the proposed
transaction disrupts current plans and operations of Nukkleus and
potential difficulties in Nukkleus employee retention as a result
of the proposed transaction; (xi) the outcome of any legal
proceedings that may be instituted against Nukkleus or Brilliant
related to the merger agreement or the proposed transaction; (xii)
the ability to obtain and maintain the listing of Brilliant's
securities and the ability to maintain Nukkleus's securities, in
each case on the NASDAQ Stock Market; (xiii) potential volatility
in the price of Nukkleus's and/or Brilliant's securities due to a
variety of factors, including changes in the competitive and highly
regulated industries in which Nukkleus operates, variations in
performance across competitors, changes in laws and regulations
affecting Nukkleus's business and changes in the combined company's
capital structure; (xiv) the ability to implement business plans,
identify and realize additional opportunities and achieve forecasts
and other expectations after the completion of the proposed
transaction; (xv) the risk of downturns and the possibility of
rapid change in the highly competitive industry in which Nukkleus
operates; (xvi) the inability of Nukkleus's and its current and
future collaborators to successfully develop and commercialize
Nukkleus's services in the expected time frame or at all; (xvii)
the risk that the post-combination company may never achieve or
sustain profitability; (xviii) Nukkleus's potential need to raise
additional capital to execute its business plan, which capital may
not be available on acceptable terms or at all; (xix) the risk that
the post-combination company experiences difficulties in managing
its growth and expanding operations; (xx) the risk that third-party
suppliers and manufacturers are not able to fully and timely meet
their obligations; (xxi) the risk that orders that have been placed
by customers for launches with Nukkleus are cancelled or modified;
(xxii) that the material weaknesses in Nukkleus's internal control
over financial reporting, if not corrected, could adversely affect
the reliability of Nukkleus's financial reporting; and (xxiii) the
risk of regulatory lawsuits or proceedings relating to Nukkleus's
services. The forward-looking statements contained in this press
release are also subject to additional risks, uncertainties, and
factors, including those described in Nukkleus's and Brilliant's
most recent Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q and other documents filed or to be filed with the SEC by
Nukkleus and Brilliant from time to time. The forward-looking
statements included in this press release are made only as of the
date hereof.
No Offer or Solicitation
This press release is not intended to and shall 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 Nukkleus or Brilliant may file with the SEC or send
to Nukkleus's or Brilliant's stockholders in connection with the
proposed transaction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act.
Contacts
Brilliant Acquisition Corporation
Dr. Peng Jiang
Chief Executive Officer
Brilliant Acquisition Corporation
+ (86) 021-80125497
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SOURCE Brilliant Acquisitions Corp.