NEW
YORK, Dec. 22, 2023 /PRNewswire/ -- Nukkleus
Inc. (Nasdaq: NUKK) proudly announces the closing of its strategic
merger with Brilliant Acquisition Corporation. This merger, valuing
Nukkleus at around $105 million,
signifies a bold step into a future rich with digital asset
opportunities for businesses and investors alike. The
combined company has been redomesticated to Delaware and its name has been change to
Nukkleus Inc. The common stock and warrants of the combined
company are expected to begin trading on the Nasdaq Stock Market
under the ticker symbols NUKK and NUKKW on December 26, 2023.
Merger Details and Future Prospects
Nukkleus has undergone a strategic evolution through a SPAC
merger with Brilliant Acquisition Corporation, in which Nukkleus
has been acquired by Brilliant. Following this merger, the ticker
symbol BRLI will be transitioned to NUKK to maintain brand
continuity and market presence. This development aligns with our
overarching vision for expansive growth and underscores our
commitment to customer-centric innovation and service
excellence.
Following the domestication, and prior to effectiveness of the
merger, each outstanding public unit of Brilliant were converted
into one share of the Brilliant, one right in Brilliant, and one
warrant to purchase common stock of the combined company, with any
fractional rights and warrants issued in connection with such
separation rounded down to the nearest whole right or warrant.
As a result of the merger:
- each ordinary share of Brilliant is being converted into one
share of common stock in the combined company;
- the stockholders of Nukkleus are receiving 1 share of the
combined company for every 36.44532 shares of Nukkleus stock held
prior to the merger;
- each public warrant of Brilliant prior to the merger is being
converted into a new public warrant of the combined company;
and
- the Brilliant rights are being converted into shares of the
combined company at a rate of one (1) share for every ten (10)
rights.
Additionally, as a "backstop" for public holders the combined
company:
- are issuing shares of common stock to all public holders of
Brilliant ordinary shares at the rate of 0.4 of a share of the
combined company for each outstanding share held;
- are issuing Brilliant rights to all public holders of Brilliant
rights at the rate of 0.04 of a share of the combined company for
each outstanding right held; and
- are issuing Brilliant warrants to all public holders of
Brilliant warrants at the rate of 0.4 of a warrant of the combined
company for each outstanding warrant held.
With an unwavering commitment to innovation, Nukkleus is set to
catalyze a new wave of growth in digital asset services, thereby
enhancing our client offerings. Our strategy is clear: to leverage
our combined strengths to deliver a suite of services that not only
meet but anticipate the needs of our clients in a dynamic financial
ecosystem. Nukkleus is charting a course towards a future where
digital asset management and transactions are seamless, secure, and
sophisticated.
Axiom Capital Management, Inc. and RedEight Capital Limited
served as financial advisers; Loeb & Loeb LLP acted as counsel
to Brilliant Acquisition Corporation; and ArentFox Schiff, LLP
acted as counsel to Nukkleus Inc.
About Nukkleus Inc.
Nukkleus Inc. (Nasdaq: NUKK) blends cutting-edge technology with
a comprehensive suite of digital asset exchange, investment,
custody and payment services. We are dedicated to empowering our
institutional clients and a broader customer base by offering
full-service solutions in both traditional and digital asset
markets, driven by a commitment to innovation and regulatory
compliance.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934, and the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. In some cases, forward-looking statements can be
identified by words such as "will," "believe," "anticipate,"
"expect," "estimate," "intend," "plan," or their negatives or
variations of these words, or similar expressions. All statements
contained in this press release that do not strictly relate to
matters of historical fact should be considered forward-looking
statements, including, without limitation, statements regarding the
combined company management's expectations regarding its financial
outlook, strategic priorities and objectives, future plans,
business prospects and financial performance, ability to satisfy
the initial listing criteria of Nasdaq, ability to deliver value to
its stakeholders and grow as a public company. These
forward-looking statements are subject to risks, uncertainties and
assumptions, some of which are beyond our control. In addition,
these forward-looking statements reflect our current views with
respect to future events and are not a guarantee of future
performance. Actual outcomes may differ materially from the
information contained in the forward-looking statements as a result
of a number of factors, including, our ability to recognize the
anticipated benefits of the business combination, which may be
affected by, among other things, competition and the ability of the
combined company to grow and manage growth profitably following the
business combination; costs related to the business combination;
changes in applicable laws or regulations; our ability to implement
business plans, forecasts, and other expectations after the
completion of the business combination, and identify and realize
additional opportunities; the risk of downturns and the possibility
of rapid change in the highly competitive industry in which we
operate; the risk that we and our current and future collaborators
are unable to successfully develop and commercialize our products
or services, or experience significant delays in doing so; the risk
that we may never achieve or sustain profitability; the risk that
we will need to raise additional capital to execute our business
plan, which may not be available on acceptable terms or at all; the
risk that we experience difficulties in managing our expected
growth and expanding operations; the risk that third party vendors
are not able to fully and timely meet their obligations; the risk
that we are unable to secure or protect our intellectual property;
the possibility that we may be adversely affected by other
economic, business, and/or competitive factors; and other risks and
uncertainties discussed under the "Risk Factors" section of
Brilliant Acquisition Corp.'s prospectus filed with the Securities
and Exchange Commission on November 13,
2023, and the combined company's other periodic filings with
the SEC. Because forward-looking statements are inherently subject
to risks and uncertainties, you should not rely on these
forward-looking statements as predictions of future events. Any
forward-looking statement made in this press release is based only
on information currently available and speaks only as of the date
on which it is made. Except as required by applicable law, the
combined company expressly disclaims any obligations to publicly
update any forward-looking statements, whether written or oral,
that may be made from time to time, whether as a result of new
information, future developments or otherwise.
For further information and to explore our digital asset
solutions, please contact:
Jamie Khurshid COO
Jkhurshid@nukk.com
+44 7956590095
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SOURCE Nukkleus