DEFM14A 1 defm14a1123_nukkleusinc.htm PROXY STATEMENT

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

NUKKLEUS, INC.

(Name of Registrant as Specified in Its Charter)*

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

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BRILLIANT ACQUISITION 
CORPORATION

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

On February 22, 2022, Nukkleus Inc., which is referred to as “Nukkleus,” and Brilliant Acquisition Corporation, which is referred to as “Brilliant,” entered into an Agreement and Plan of Merger, as amended and restated on June 23, 2023, as amended by the First Amendment to the Amended and Restated Agreement and Plan of Merger on November 1, 2023, and as it may be further amended from time to time, which is referred to as the “Merger Agreement,” pursuant to which they agreed to combine their respective businesses. Pursuant to the terms of the Merger Agreement, Brilliant will continue out of the British Virgin Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Domestication”), following which, BRIL Merger Sub, Inc., a wholly-owned subsidiary of Brilliant and a party to the Merger Agreement, will merge with and into Nukkleus, with Nukkleus surviving the merger as a wholly-owned subsidiary of Brilliant (the “Merger”), such transactions being referred to herein as the “Business Combination.” Following the Business Combination, Nukkleus and Brilliant will operate as a combined company, which is referred to as the Combined Company, under the name Nukkleus Inc.

As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of common stock, par value $0.0001 per share, of Nukkleus (“Nukkleus Common Stock”) will be cancelled in exchange for the right to receive a pro-rata portion of 10,500,000 shares of common stock of Brilliant (“Brilliant Common Stock”). Each outstanding option to purchase shares of Nukkleus Common Stock (whether vested or unvested) will be assumed by Brilliant and automatically converted into an option to purchase shares of Brilliant Common Stock (each, an “Assumed Option”). The holder of each Assumed Option will: (i) have the right to acquire a number of shares of Brilliant Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Nukkleus Common Stock subject to such option prior to the effective time of the Merger, multiplied by (B) the exchange ratio of 1:35 (the “Exchange Ratio”); (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the option, divided by (B) the Exchange Ratio; and (iii) be subject to the same vesting schedule as the applicable option of Nukkleus.

The Merger Agreement also provides for holders of Brilliant’s Units, Ordinary Shares, Rights and Warrants, other than Brilliant’s sponsor or affiliates to receive an additional issuance, as follows: (1) in the case of holders of ordinary shares, no par value per share, of Brilliant (“Brilliant Ordinary Shares”), such number of newly issued shares of Brilliant Common Stock equal to a pro rata share of a pool of additional shares of Brilliant Common Stock reserved for issuance to Brilliant shareholders; and (2) in the case of holders of rights to receive one-tenth of one Brilliant Ordinary Share per right (“Brilliant Rights”), such number of shares of Brilliant Common Stock equal to a pro rata share of the Backstop Pool, in each case subject to rounding in accordance with the Merger Agreement (such ratio of the aggregate number of shares of Brilliant Common Stock issuable to each Brilliant public shareholder, including such shareholder’s share in the Backstop Pool, to the aggregate number of Brilliant Ordinary Shares and Brilliant Rights held by such Brilliant public shareholder, the “SPAC Additional Share Ratio”). Outstanding Brilliant warrants will be assumed by Nukkleus and converted, subject to adjustment pursuant to the terms of the Merger Agreement, into warrants exercisable for newly-issued shares of Brilliant Common Stock, (a) with respect to each such warrant held by any SPAC Initial Shareholder, one warrant exercisable to receive one share of Brilliant Common Stock; and (b) with respect to each other such warrant, a number of warrants equal to one warrant exercisable to receive one share of Brilliant Common Stock plus an additional number of warrants equal to the SPAC Additional Share Ratio, each warrant exercisable to receive one share of Brilliant Common Stock per warrant. The “Backstop Pool” is a pool of shares of Brilliant Common Stock intended to equal 20% of the aggregate number of shares of Brilliant Common Stock that would be issued to the Brilliant public shareholders if no Brilliant shareholder redeemed its shares, with any redemptions allowing non-redeeming Brilliant shareholders to participate in a higher portion of the Backstop Pool, up to a cap of 40% of the shares of Brilliant Common Stock issuable to such Brilliant shareholder in the Business Combination. Such shares will be issued at the closing of the Business Combination along with the shares

 

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of Brilliant Common Stock otherwise being issued to Nukkleus shareholders in exchange for their Nukkleus shares in the Business Combination. There will be no separate record date for the issuance of shares from the Backstop Pool and such shares will be issued to Brilliant public shareholders otherwise entitled to receive shares in exchange for their Brilliant shares in the Business Combination in accordance with the foregoing description. The number of shares of Brilliant Common Stock equal to the Backstop Pool is therefore 20% of the number of public Brilliant shares that were issued and outstanding at the time the Merger Agreement was initially signed. The Backstop Pool is accordingly defined in the Merger Agreement (as amended) as a pool of shares of Brilliant Common Stock equal to the lower of (1) 1,012,000 and (2) 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights to receive one-tenth of one Brilliant Ordinary Share, subject to rounding in accordance with the Merger Agreement. The SPAC Additional Share Ratio is a calculated exchange ratio resulting from the issuance of the additional shares comprising the Backstop Pool in the Business Combination. Nukkleus’s board of directors desired to provide an additional incentive to Brilliant public shareholders not to redeem their shares and to participate in the Business Combination and the board determined that the Backstop Pool in such amount, if issued to a third party in backstop arrangement, would be sufficient to retain enough capital to meet Nasdaq listing requirements after the payment of transaction costs, and accordingly was fair and reasonable from a financial point of view to Nukkleus and its stockholders as an amount of shares to be offered as an incentive to Brilliant public shareholders not to redeem their shares and to participate in the Business Combination. The Backstop Pool may not incentivize Brilliant not to redeem their shares and to participate in the Business Combination as intended by Nukkleus’s board of directors in implementing the Backstop Pool.

Nukkleus and Brilliant will each hold a special meeting of their respective stockholders in connection with the proposed Business Combination, which are referred to as the Nukkleus Special Meeting and the Brilliant Meeting, respectively.

Nukkleus is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. At the Nukkleus Special Meeting, Nukkleus stockholders will be asked to consider and vote on (1) approval of the Amended and Restated Agreement and Plan of Merger, dated as of June 23, 2023, (as amended by the First Amendment to the Amended and Restated Agreement and Plan of Merger on November 1, 2023, and as may be amended from time to time, the “Merger Agreement”), by and among Nukkleus, Brilliant and Merger Sub, pursuant to which, among other things, (i) shareholders of Nukkleus will surrender their shares of Nukkleus Common Stock in exchange for newly issued Brilliant Ordinary Shares, and (ii) BRIL Merger Sub, Inc., a newly formed Delaware corporation and wholly owned subsidiary of Brilliant (“Merger Sub”) will merge with and into Nukkleus (the “Merger”), with Nukkleus surviving the Merger as a wholly-owned subsidiary of Brilliant (collectively with the other transactions described in the Merger Agreement, the “Business Combination”), and (2) a proposal to adjourn the Nukkleus Special Meeting to solicit additional proxies if there are not sufficient votes to approve the Nukkleus Business Combination Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Nukkleus stockholders. The Nukkleus board of directors unanimously recommends that Nukkleus stockholders vote “FOR” each of the proposals to be considered at the Nukkleus Special Meeting.

Brilliant is a blank check company incorporated in the British Virgin Islands as a business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. Because Nukkleus is not based or located in or conducts its principal business operations in China, Brilliant believes it is not required to obtain pre-approval or permission from People’s Republic of China, or “PRC,” government authorities, including the China Securities Regulatory Commission (CSRC) or Cyberspace Administration of China (CAC), to consummate the Domestication or the Business Combination or to issue securities to existing Nukkleus investors outside of the PRC. However, as there are uncertainties with respect to the Chinese legal system and changes in laws, regulations and policies, including how those laws and regulations will be interpreted or implemented, there can be no assurance that the Business Combination will not be subject to such requirements, approvals or permissions in the future. See “Risk Factors — Risks Related to Brilliant and the Business Combination — The PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating in China.” Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder Brilliant’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. However, Brilliant does not believe that such risks would continue to apply towards the Combined Company because it will be headquartered in New Jersey without any operations in China.

 

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At the Brilliant Meeting, Brilliant shareholders will be asked to consider and vote on (1) the proposal to adopt the Merger Agreement and the related transactions, which is referred to as the Brilliant Business Combination Proposal, (2) a proposal to approve the Domestication, (3) the proposal to approve the Certificate of Incorporation of Brilliant to be in effect upon the completion of the Business Combination (the “Amended Charter”), which is referred to as the Brilliant Charter Amendment Proposal, (4) the proposal to approve, on a non-binding advisory basis, four governance proposals relating to material differences between the Interim Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”), which is referred to collectively as the Brilliant Advisory Proposal, (5) the proposal to adopt the Brilliant 2023 Incentive Plan, which is referred to as the Brilliant Incentive Plan Proposal, (6) the proposal to approve: (i) for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding common shares and the resulting change in control in connection with the Business Combination, which is referred to as the Brilliant Nasdaq Proposal and (7) the proposal to adjourn the Brilliant Meeting to solicit additional proxies if there are not sufficient votes to approve the forgoing proposals or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Brilliant shareholders. The Brilliant board of directors unanimously recommends that Brilliant shareholders vote “FOR” each of the proposals to be considered at the Brilliant Meeting.

It is anticipated that upon completion of the Business Combination, Nukkleus stockholders would own approximately 76.6% of the Combined Company, Brilliant’s public shareholders would own approximately 8.1% of the Combined Company, the Sponsor, officers, directors and other Initial Shareholders would own approximately 12.4% of the Combined Company. The ownership percentage with respect to the Combined Company does not take into account the redemption of any shares by Brilliant’s public shareholders. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by Brilliant’s shareholders in the Combined Company will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The Brilliant Ordinary Shares, Brilliant Rights, and Brilliant Warrants, are traded on Nasdaq under the symbols “BRLI,” “BRLIR,” and “BRLIW” respectively. We have filed a listing application with Nasdaq to list the common stock of the Combined Company on Nasdaq under the symbol “NUKK”. As of November 13, 2023, there was approximately $4.64 million in Brilliant’s trust account (the “Trust Account”). On November 2, 2023, the record date for the Nukkleus Special Meeting, the last sale price of Nukkleus Common Stock was $0.11. On October 3, 2023, the record date for the Brilliant Meeting, the last sale price of Brilliant Ordinary Shares was $11.52.

Each stockholder’s vote is very important. Whether or not you plan to participate in the Nukkleus Special Meeting and the Brilliant Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the Nukkleus Special Meeting and the Brilliant Meeting. Voting by proxy will not prevent a stockholder from voting at the Nukkleus Special Meeting or the Brilliant Meeting if such stockholder subsequently chooses to participate in the Nukkleus Special Meeting or the Brilliant Meeting.

We encourage you to read this joint proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 37.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated November 13, 2023, and is first being mailed to stockholders of Nukkleus and shareholders of Brilliant on or about November 16, 2023.

/s/ Emil Assentato

     

/s/ Peng Jiang

Emil Assentato

     

Dr. Peng Jiang

Chief Executive Officer, Chief Financial
Officer and Chairman

     

Chairman, Chief Executive Officer,
Chief Financial Officer and Secretary

Nukkleus Inc.

     

Brilliant Acquisition Corporation

November 13, 2023

     

November 13, 2023

 

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NUKKLEUS INC.
525 Washington Boulevard
Jersey City, New Jersey 07310
Telephone: 212-791-4663

NOTICE OF SPECIAL MEETING OF
NUKKLEUS INC. STOCKHOLDERS
To Be Held on December 1, 2023

To the Stockholders of Nukkleus, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting stockholders (the “Nukkleus Special Meeting”) of Nukkleus, Inc., a Delaware corporation (“Nukkleus,” “we,” “our” or “us”), will be held on December 1, 2023, at 10:00 a.m., Eastern time, via teleconference using the following dial-in information:

1.      On the day of the Nukkleus Special Meeting, use a telephone to call +1 813-308-9980.

2.      When prompted, enter the numeric passcode: 173547

3.      You will now be able to hear the meeting audio.

Nukkleus Proposal 1: The “Nukkleus Business Combination Proposal” — to approve the Amended and Restated Agreement and Plan of Merger, dated as of June 23, 2023 (as amended by the First Amendment to the Amended and Restated Agreement and Plan of Merger on November 1, 2023, as may be amended from time to time, the “Merger Agreement”), by and among Nukkleus, Brilliant and BRIL Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Brilliant (“Merger Sub”), pursuant to which, among other things, (i) shareholders of Nukkleus will surrender their shares of Nukkleus Common Stock in exchange for newly issued Brilliant Ordinary Shares, and (ii) Merger Sub will merge with and into Nukkleus (the “Merger”), with Nukkleus surviving the Merger as a wholly-owned subsidiary of Brilliant (collectively with the other transactions described in the Merger Agreement, the “Business Combination”).

Nukkleus Proposal 2: The “Nukkleus Adjournment Proposal” — to approve a proposal to adjourn the Nukkleus Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Your attention is directed to the joint proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Merger and Business Combination and related transactions and each of our proposals. We encourage you to read this joint proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy, at (877) 870-8565; banks and brokers may reach Advantage Proxy at (206) 870-8565.

It is important for you to note that in the event that the Nukkleus Business Combination Proposal is not approved, Nukkleus will not consummate the Business Combination.

Approval of the Nukkleus Business Combination Proposal and the Nukkleus Adjournment Proposal each requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the Nukkleus special meeting.

As of November 2, 2023, there were 367,175,886 shares of Nukkleus Common Stock issued and outstanding and entitled to vote. Only Nukkleus stockholders of record who hold shares of Nukkleus Common Stock as of the close of business on November 2, 2023 are entitled to vote at the Nukkleus special meeting or any adjournment of the Nukkleus special meeting. This joint proxy statement/prospectus is first being mailed to holders of Nukkleus Common Stock on or about November 16, 2023.

The accompanying joint proxy statement/prospectus provides you with important information about the stockholder meetings, the Business Combination, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” beginning on page 37 for a discussion of risks relevant to the Business Combination.

 

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YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the Nukkleus special meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Nukkleus special meeting no later than the time appointed for the Nukkleus special meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of Nukkleus Common Stock online if you subsequently choose to participate in the Nukkleus special meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Nukkleus special meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Nukkleus special meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the Nukkleus special meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Nukkleus special meeting.

You may revoke a proxy at any time before it is voted at the Nukkleus special meeting by executing and returning a proxy card dated later than the previous one, by participating in the Nukkleus special meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, that is received by the proxy solicitor before we take the vote at the Nukkleus special meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Nukkleus’s board of directors recommends that holders of Nukkleus Common Stock vote “FOR” approval of each of the Nukkleus Business Combination Proposal and the Adjournment Proposal. When you consider Nukkleus’s Board of Directors’ recommendation of these proposals, you should keep in mind that Nukkleus’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a Nukkleus stockholder. See the section titled Nukkleus Proposal 1 — Interests of Certain Persons in the Business Combination”.

On behalf of Nukkleus’s Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

By Order of the Board of Directors,

   

/s/ Emil Assentato

   

Emil Assentato

   

Chief Executive Officer,
Chief Financial Officer and Secretary
Nukkleus, Inc.
November 13, 2023

   

 

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BRILLIANT ACQUISITION CORPORATION
99 Dan Ba Road, C-9, Putuo District
Shanghai, Peoples Republic of China
Telephone: (86) 021-80125497

NOTICE OF SPECIAL MEETING OF
BRILLIANT ACQUISITION CORPORATION SHAREHOLDERS
To Be Held on December 1, 2023

To Brilliant Acquisition Corporation Shareholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the shareholders of Brilliant Acquisition Corporation, a British Virgin Islands business company (“Brilliant”), which will be held at 10:00 a.m., Eastern time, on December 1, 2023 (the “Brilliant Meeting”). You can participate in the Brilliant Meeting as described in “The Brilliant Meeting.” Brilliant will be holding the Brilliant Meeting via teleconference using the following dial-in information:

US Toll Free

 

888-475-4499

Meeting ID

 

6526144748

Web Address for Audio Conference

 

https://loeb.zoom.us/pac/join/6526144748

During the Brilliant Meeting, Brilliant’s shareholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Brilliant Proposals”:

        To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of February 22, 2022 (as amended and restated on June 23, 2023, as amended by the First Amendment to the Amended and Restated Agreement and Plan of Merger on November 1, 2023, and as may be further amended and supplemented, the “Merger Agreement”), by and between Nukkleus Inc, a Delaware Corporation (“Nukkleus”), BRIL Merger Sub, Inc. (“Merger Sub”) and Brilliant, and the transactions contemplated thereby (the “Business Combination”), a copy of which is attached to this joint proxy statement/prospectus as Annex A. This Proposal is referred to as the “Brilliant Business Combination Proposal” or “Brilliant Proposal 1.”

        To consider and vote upon a proposal to (a) re-domicile Brilliant out of the British Virgin Islands and continue as a company incorporated in the State of Delaware, prior to the Closing; (b) in connection therewith to adopt upon the Domestication taking effect the certificate of incorporation, appended to this joint proxy statement/prospectus as Annex F (the “Interim Charter”) in place of our memorandum and articles of association (the “Current Charter”), which will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) to file a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act of 2004 and in connection therewith to file the Interim Charter with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation. This Proposal is referred to as the “Brilliant Domestication Proposal” or “Brilliant Proposal 2.”

        To consider and vote upon a proposal to approve the Amended and Restated Certificate of Incorporation of Brilliant, a copy of which is attached to this joint proxy statement/prospectus as Annex C (the “Amended Charter”). This Proposal is referred to as the “Brilliant Charter Amendment Proposal” or “Brilliant Proposal 3.”

        To consider and vote, on a non-binding advisory basis, upon four governance proposals relating to material differences between the Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”). These Proposals are referred to as the “Brilliant Advisory Proposals” or “Brilliant Advisory Proposals 4A-4D.”

 

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        To consider and vote upon a proposal to approve the Nukkleus, Inc. 2023 Equity Incentive Plan (the “Incentive Plan”), a copy of which is attached to this joint proxy statement/prospectus as Annex D, to be effective upon the consummation of the Business Combination. This Proposal is referred to as the “Brilliant Incentive Plan Proposal” or “Brilliant Proposal 5.”

        To consider and vote upon a proposal to approve: (i) for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of common stock and the resulting change in control in connection with the Business Combination. This Proposal is referred to as the “Brilliant Nasdaq Proposal” or “Brilliant Proposal 6.”

        To consider and vote upon a proposal to approve the adjournment of the Brilliant Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Brilliant Business Combination Proposal, in the event Brilliant does not receive the requisite stockholder vote to approve the Proposal. This Proposal is called the “Brilliant Adjournment Proposal” or “Brilliant Proposal 7” and together with the other Brilliant proposals, the “Brilliant Proposals.”

It is important for you to note that in the event that the Brilliant Business Combination Proposal is not approved, Brilliant will not consummate the Business Combination. If Brilliant does not consummate the Business Combination and fails to complete an initial business combination by up to not later than December 23, 2023, Brilliant will be required to dissolve and liquidate, unless we extend the date by which the Business Combination may be consummated.

The affirmative vote of at least sixty-five percent (65%) of the votes cast by Brilliant shareholders present in person by attendance or represented by proxy will be required to approve the Brilliant Charter Amendment proposal. Approval of each of the other Brilliant Proposals require the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Brilliant Meeting.

As of October 3, 2023, there were 1,814,696 Brilliant Ordinary Shares issued and outstanding and entitled to vote. Only Brilliant shareholders of record who hold Ordinary Shares as of the close of business on October 3, 2023 are entitled to vote at the Brilliant Meeting or any adjournment of the Brilliant Meeting. This joint proxy statement/prospectus is first being mailed to Brilliant shareholders on or about November 16, 2023.

This joint proxy statement/prospectus provides you with important information about the stockholder meetings, the Business Combination, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” beginning on page 37 for a discussion of risks relevant to the Business Combination.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the Brilliant Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Brilliant Meeting no later than the time appointed for the Brilliant Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your Brilliant Ordinary Shares online if you subsequently choose to participate in the Brilliant Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Brilliant Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Brilliant Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the Brilliant Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Brilliant Meeting.

You may revoke a proxy at any time before it is voted at the Brilliant Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Brilliant Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, that is received by the proxy solicitor before we take the vote at the Brilliant Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

 

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Brilliant’s board of directors recommends that Brilliant shareholders vote “FOR” approval of each of the Brilliant Proposals. When you consider Brilliant’s board of directors’ recommendation of these Brilliant Proposals, you should keep in mind that Brilliant’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Brilliant Proposal 1 — The Brilliant Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

On behalf of Brilliant’s Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

By Order of the Board of Directors,

   

/s/ Peng Jiang

   

Dr. Peng Jiang

   

Chief Executive Officer,
Chief Financial Officer and Secretary

   

Brilliant Acquisition Corporation

   

November 13, 2023

   

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU: HOLD BRILLIANT ORDINARY SHARES, OR (B) HOLD BRILLIANT ORDINARY SHARES THROUGH PUBLIC UNITS AND YOU ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING BRILLIANT ORDINARY SHARES, PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE BRILLIANT ORDINARY SHARES; AND (II) PRIOR TO 5:00 P.M., EASTERN TIME, ON NOVEMBER 29, 2023, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL THAT BRILLIANT REDEEM YOUR BRILLIANT ORDINARY SHARES FOR CASH AND (B) DELIVER YOUR BRILLIANT ORDINARY SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC BRILLIANT ORDINARY SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE BRILLIANT MEETING — REDEMPTION RIGHTS” IN THIS JOINT PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

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ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Nukkleus and Brilliant with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

For Nukkleus stockholders:

 

For Brilliant shareholders:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

 

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

If you would like to request documents, please do so no later than November 24, 2023, to receive them before the Nukkleus Special Meeting and the Brilliant Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about Nukkleus and Brilliant.

 

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Nukkleus, constitutes a prospectus of Nukkleus under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Brilliant Common Stock to be issued to Nukkleus’s shareholders under the Merger Agreement. This document also constitutes a joint proxy statement of Nukkleus and Brilliant under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the Nukkleus Special Meeting and a notice of meeting with respect to the Brilliant Meeting.

You should rely only on the information contained in this joint proxy statement/prospectus in deciding how to vote on the Business Combination. Neither Nukkleus nor Brilliant has authorized anyone to give any information or to make any representations other than those contained in this joint proxy statement/prospectus. Do not rely upon any information or representations made outside of this joint proxy statement/prospectus. The information contained in this joint proxy statement/prospectus may change after the date of this joint proxy statement/prospectus. Do not assume after the date of this joint proxy statement/prospectus that the information contained in this joint proxy statement/prospectus is still correct.

Information contained in this joint proxy statement/prospectus regarding Nukkleus and its business, operations, management and other matters has been provided by Nukkleus and information contained in this joint proxy statement/prospectus regarding Brilliant and its business, operations, management and other matters has been provided by Brilliant.

This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All references in this joint proxy statement/prospectus to “Nukkleus” refer to Nukkleus Inc., a Delaware corporation; all references to “Merger Sub” refer to BRIL Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Brilliant formed for the purpose of effecting the Business Combination as described in this joint proxy statement/prospectus. All references in this joint proxy statement/prospectus to “Brilliant” refer to Brilliant Acquisition Corporation, a British Virgin Islands business company. All references in this joint proxy statement/prospectus to the “Combined Company” refer to Brilliant immediately following completion of the Business Combination and the other transactions contemplated by the Merger Agreement. All references in this joint proxy statement/prospectus to “Common Stock” refer to the Common Stock, par value $0.0001 per share, of Nukkleus, all references in this joint proxy statement/prospectus to “Brilliant Ordinary Shares” refer to the ordinary shares, no par value, of Brilliant, and all references in this joint proxy statement/prospectus to “Brilliant Common Stock” refer to the common stock, par value $0.0001 per share, of Brilliant following the Domestication.

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Nukkleus’s and Brilliant’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this joint proxy statement/prospectus, we have not independently verified the market and industry data contained in this joint proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this joint proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

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PAGE

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

1

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

3

SUMMARY OF THE PROXY STATEMENT

 

17

SELECTED HISTORICAL FINANCIAL DATA OF NUKKLEUS

 

34

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRILLIANT

 

35

TRADING MARKET AND DIVIDENDS

 

36

RISK FACTORS

 

37

THE NUKKLEUS SPECIAL MEETING

 

92

NUKKLEUS PROPOSAL 1 — THE NUKKLEUS BUSINESS COMBINATION PROPOSAL

 

95

NUKKLEUS PROPOSAL 2 — THE NUKKLEUS ADJOURNMENT PROPOSAL

 

99

THE BRILLIANT MEETING

 

100

BRILLIANT PROPOSAL 1 — THE BRILLIANT BUSINESS COMBINATION PROPOSAL

 

104

BRILLIANT PROPOSAL 2 — THE BRILLIANT DOMESTICATION PROPOSAL

 

135

BRILLIANT PROPOSAL 3 — THE BRILLIANT CHARTER AMENDMENT PROPOSAL

 

136

BRILLIANT PROPOSAL 4 — THE BRILLIANT ADVISORY PROPOSAL

 

138

BRILLIANT PROPOSAL 5 — THE BRILLIANT INCENTIVE PLAN PROPOSAL

 

139

BRILLIANT PROPOSAL 6 — THE BRILLIANT NASDAQ PROPOSAL

 

146

BRILLIANT PROPOSAL 7 — THE BRILLIANT ADJOURNMENT PROPOSAL

 

148

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

 

149

INFORMATION ABOUT NUKKLEUS

 

160

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NUKKLEUS

 

167

BRILLIANTS’ BUSINESS

 

180

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BRILLIANT

 

184

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

189

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

197

COMPARATIVE SHARE INFORMATION

 

200

DIRECTORS AND EXECUTIVE OFFICERS OF NUKKLEUS

 

201

OUTSTANDING EQUITY AWARDS

 

203

DIRECTOR COMPENSATION

 

203

BRILLIANT’S DIRECTORS AND EXECUTIVE OFFICERS

 

204

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION

 

208

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

212

DESCRIPTION OF BRILLIANT’S SECURITIES

 

214

COMPARISON OF STOCKHOLDERS’ RIGHTS

 

226

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

235

LEGAL MATTERS

 

243

EXPERTS

 

243

APPRAISAL RIGHTS

 

243

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

243

TRANSFER AGENT AND REGISTRAR

 

244

SUBMISSION OF STOCKHOLDER PROPOSALS

 

244

FUTURE STOCKHOLDER PROPOSALS

 

244

WHERE YOU CAN FIND MORE INFORMATION

 

245

INDEX TO FINANCIAL STATEMENTS

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of Nukkleus and/or Brilliant and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this joint proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nukkleus” and “Business of Nukkleus.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Nukkleus and Brilliant as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Nukkleus and Brilliant and the following:

        the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Nukkleus or the expected benefits of the Business Combination, if not obtained;

        the failure to realize the anticipated benefits of the Business Combination;

        matters discovered by the parties as they complete their respective due diligence investigation of the other parties;

        the ability of Brilliant prior to the Business Combination, and the Combined Company following the Business Combination, to maintain the listing of the Combined Company’s securities on Nasdaq;

        costs related to the Business Combination;

        the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the definitive merger agreement by the stockholders of Nukkleus and of Brilliant, the satisfaction of the minimum cash requirements of the definitive merger agreement following any redemptions by Brilliant’s public shareholders;

        the risk that the Business Combination may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline;

        the outcome of any legal proceedings that may be instituted against Nukkleus or Brilliant related to the Business Combination;

        the attraction and retention of qualified directors, officers, employees and key personnel of Nukkleus and Brilliant prior to the Business Combination, and the Combined Company following the Business Combination;

        the ability of Nukkleus to compete effectively in a highly competitive market;

        the ability to protect and enhance Nukkleus’s corporate reputation and brand;

        the impact from future regulatory, judicial, and legislative changes in Nukkleus’s industry;

        the uncertain effects of the COVID-19 pandemic;

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        competition from larger technology companies that have greater resources, technology, relationships and/or expertise;

        future financial performance of the Combined Company following the Business Combination;

        the ability of Nukkleus to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

        the ability of Nukkleus to generate sufficient revenue from each of its revenue streams;

        product sales and/or services;

        Nukkleus’s ability to execute its business plans and strategy; and

        those factors set forth in documents of Nukkleus and Brilliant filed, or to be filed, with the SEC.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Nukkleus and Brilliant prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this joint proxy statement/prospectus and attributable to Nukkleus, Brilliant or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus. Except to the extent required by applicable law or regulation, Nukkleus and Brilliant undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of Nukkleus or a stockholder of Brilliant, may have regarding the Proposals being considered at the special meetings of each company’s stockholders. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the special meetings. Additional important information is also contained in the annexes to and the documents incorporated by reference into this joint proxy statement/prospectus.

Q:     What is the purpose of this document?

A:     Nukkleus and Brilliant, have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this joint proxy statement/prospectus as Annex A, and is incorporated into this joint proxy statement/prospectus by reference.

In order to complete the Business Combination, among other things:

        Brilliant shareholders must approve the issuance of Brilliant Ordinary Shares in connection with the Business Combination, in accordance with Delaware General Corporation Law, referred to as the DGCL, which proposal is referred to as the “Brilliant Share Issuance Proposal”;

        Brilliant shareholders must approve the adoption of the Brilliant 2023 Incentive Plan, which proposal is referred to as the “Brilliant Incentive Plan Proposal”; and

        Nukkleus stockholders must approve the Business Combination as set out in the Merger Agreement and related transactions, which proposal is referred to as the “Nukkleus Business Combination Proposal”.

Nukkleus is holding a special meeting of its stockholders, which is referred to as the “Nukkleus Special Meeting”, to obtain approval of the Nukkleus Business Combination Proposal. Nukkleus stockholders will also be asked to approve the proposal to adjourn the Nukkleus Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Nukkleus Special Meeting to approve the Nukkleus Business Combination Proposal, or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Nukkleus stockholders, which is referred to as the “Nukkleus Adjournment Proposal”.

Brilliant is holding a meeting of its shareholders, which is referred to as the “Brilliant Meeting”, to obtain approval of the Brilliant Business Combination Proposal. Brilliant shareholders will also be asked to approve the proposal to adjourn the Brilliant Meeting to solicit additional proxies if there are not sufficient votes at the time of the Brilliant Meeting to approve the Brilliant Business Combination Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Brilliant shareholders, which is referred to as the “Brilliant Adjournment Proposal”.

Your vote is very important.

Q:     What is being voted on?

A:     Below are the proposals that the Nukkleus stockholders are being asked to vote on:

        Nukkleus Proposal 1 — The Nukkleus Business Combination Proposal to approve the Business Combination and the other transactions contemplated by the Merger Agreement.

        Nukkleus Proposal 2 — The Nukkleus Adjournment Proposal to approve the adjournment of the Nukkleus Special Meeting.

Below are the proposals that the Brilliant shareholders are being asked to vote on:

        Brilliant Proposal 1 — The Brilliant Business Combination Proposal to approve the Business Combination as set out in the Merger Agreement.

        Brilliant Proposal 2 — The Brilliant Domestication Proposal to approve the Domestication and the Interim Charter.

        Brilliant Proposal 3 — The Brilliant Charter Amendment Proposal to approve the Amended Charter.

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        Brilliant Proposal 4 — The Brilliant Advisory Proposals to approve, on a non-binding advisory basis, four governance proposals relating to material differences between the Current Charter and the Amended Charter to be in effect upon the completion of the Business Combination in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”).

        Brilliant Proposal 5 — The Brilliant Incentive Plan Proposal to approve the Brilliant 2023 Incentive Plan.

        Brilliant Proposal 6 — The Brilliant Nasdaq Proposal to approve: (i) for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding common shares and the resulting change in control in connection with the Business Combination.

        Brilliant Proposal 7 — The Brilliant Adjournment Proposal to approve the adjournment of the Brilliant Meeting.

Q:     What vote is required to approve the proposals?

A:     Nukkleus Proposal 1 — The Nukkleus Business Combination Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Nukkleus Common Stock present or represented by proxy and entitled to vote at the Nukkleus Special Meeting. An abstention will have the effect of a vote “AGAINST” Nukkleus Proposal 1. Broker non-votes will have no effect on the vote for Nukkleus Proposal 1.

Nukkleus Proposal 2 — The Nukkleus Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Nukkleus Common Stock present in person or represented by proxy and entitled to vote at the Nukkleus Special Meeting. Abstentions will have the effect of a vote “AGAINST” Nukkleus Proposal 2. Broker-non votes have no effect on the vote for Nukkleus Proposal 2.

Brilliant Proposal 1 — The Brilliant Business Combination Proposal requires the affirmative vote of the majority of votes cast at the Brilliant Meeting. An abstention from voting and a broker non-vote, will have no effect on the Brilliant Business Combination Proposal.

Brilliant Proposal 2 — The Brilliant Domestication Proposal to approve the Domestication and the Interim Charter requires the affirmative vote of the majority of votes cast at the Brilliant Meeting. An abstention from voting and a broker non-vote, will have no effect on the Brilliant Domestication Proposal.

Brilliant Proposal 3 — The Brilliant Charter Amendment Proposal to approve the Amended Charter requires the affirmative vote of at least sixty-five per cent (65%) of the votes cast at the Brilliant Meeting. An abstention from voting and a broker non-vote, will have no effect on the Brilliant Charter Amendment Proposal.

Brilliant Proposal 4 — The Brilliant Advisory Proposals require the affirmative vote of the majority of votes cast at the Brilliant Meeting. An abstention from voting and a broker non-vote, will have no effect on the Brilliant Advisory Proposals.

Brilliant Proposal 5 — The Brilliant Incentive Plan Proposal requires the affirmative vote of the majority of votes cast at the Brilliant Meeting. An abstention from voting and a broker non-vote, will have no effect on the Brilliant Incentive Plan Proposal.

Brilliant Proposal 6 — The Brilliant Nasdaq Proposal requires the affirmative vote of the majority of votes cast at the Brilliant Meeting. An abstention from voting and a broker non-vote, will have no effect on the Brilliant Nasdaq Proposal.

Brilliant Proposal 7 — The Brilliant Adjournment Proposal requires the affirmative vote of the majority of votes cast at the Brilliant Meeting. An abstention from voting and a broker non-vote, will have no effect on the Brilliant Adjournment Proposal.

Q:     Does my vote matter?

A:     Yes, your vote is very important. The Business Combination cannot be completed unless the Merger Agreement and related transactions are approved and adopted by Nukkleus stockholders and the Merger Agreement and related transactions are approved and adopted by Brilliant shareholders.

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The Nukkleus board of directors unanimously recommends that you vote “FOR” the Nukkleus Business Combination Proposal, and “FOR” the Nukkleus Adjournment Proposal.

For Brilliant shareholders, if you do not return or submit your proxy or vote at the Brilliant Meeting stockholder meeting as provided in this joint proxy statement/prospectus, assuming a quorum is present, there will be no effect on the Brilliant Business Combination Proposal. The Brilliant board of directors unanimously recommends that you vote “FOR” each of the Brilliant Proposals.

Q:     What will happen in the Business Combination?

A:     At the closing of the Business Combination, Merger Sub will merge with and into Nukkleus, with Nukkleus surviving such merger as the surviving entity, as a wholly owned subsidiary of Brilliant. In connection with the Business Combination, the cash held in Brilliant’s Trust Account after giving effect to any redemption of shares by Brilliant’s public shareholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

Q:     How will Brilliant’s Initial Shareholders vote?

A:     Pursuant to a letter agreement, Brilliant’s Initial Shareholders agreed to vote their respective Brilliant Ordinary Shares acquired by them either prior to or after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). As of October 3, 2023, a total of 1,411,000 Brilliant Ordinary Shares or approximately 77.8% of the outstanding shares were subject to the Letter Agreement. Brilliant will consummate the Business Combination only if a majority of the outstanding Brilliant Ordinary Shares voted are voted in favor of the Business Combination.

Q:     What is the consideration being paid to Nukkleus stockholders?

A:     Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the consideration to be delivered to Nukkleus security holders in connection with the Business Combination will consist of newly issued shares of Brilliant Common Stock.

As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Nukkleus Common Stock will be cancelled in exchange for the right to receive a pro-rata portion of 10,500,000 shares of Brilliant Common Stock. Each outstanding option to purchase shares of Nukkleus Common Stock (whether vested or unvested) will be assumed by Brilliant and automatically converted into an option to purchase shares of Brilliant Common Stock (each, an “Assumed Option”). The holder of each Assumed Option will: (i) have the right to acquire a number of shares of Brilliant Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Nukkleus Common Stock subject to such option prior to the effective time of the Merger, multiplied by (B) the exchange ratio of 1:35 (the “Exchange Ratio); (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the option, divided by (B) the Exchange Ratio; and (iii) be subject to the same vesting schedule as the applicable option to acquire shares of Nukkleus Common Stock.

The Merger Agreement also provides for holders of Brilliant’s Units, Ordinary Shares, Rights and Warrants other than Brilliant’s sponsor or affiliates to receive an additional issuance, as follows: (1) in the case of holders of ordinary shares, no par value per share, of Brilliant (“Brilliant Ordinary Shares”),the sum of (x) one newly issued share of Nukkleus Common Stock, and (y) such number of newly issued shares of Brilliant Common Stock equal to a pro rata share of a pool of additional shares of Brilliant Common Stock reserved for issuance to Brilliant shareholders; and (2) in the case of holders of rights to receive one-tenth of one Brilliant Ordinary Share per right (“Brilliant Rights”), the sum of (x) 0.1 shares of newly issued shares of Brilliant Common Stock, and (y) such number of shares of Brilliant Common Stock equal to a pro rata share of the Backstop Pool, in each case subject to rounding in accordance with the Merger Agreement (such ratio of the aggregate number of shares of Brilliant Common Stock issuable to each Brilliant public shareholder, including such shareholder’s share in the Backstop Pool, to the aggregate number of Brilliant Ordinary Shares and Brilliant Rights held by such Brilliant public shareholder, the “SPAC Additional Share Ratio”). Outstanding Brilliant warrants will be assumed by Nukkleus and converted, subject to adjustment pursuant to the terms of the Merger Agreement, into warrants exercisable for newly-issued shares of Brilliant Common Stock, (a) with respect to each such warrant held by any SPAC Initial Shareholder, one warrant exercisable to receive one share of Brilliant Common Stock;

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and (b) with respect to each other such warrant, a number of warrants equal to the SPAC Additional Share Ratio, exercisable to receive one share of Brilliant Common Stock per warrant. The “Backstop Pool” is a pool of shares of Brilliant Common Stock intended to equal 20% of the aggregate number of shares of Brilliant Common Stock that would be issued to the Brilliant public shareholders if no Brilliant shareholder redeemed its shares, with any redemptions allowing non-redeeming Brilliant shareholders to participate in a higher portion of the Backstop Pool, up to a cap of 40% of the shares of Brilliant Common Stock issuable to such Brilliant shareholder in the Business Combination. Such shares will be issued at the closing of the Business Combination along with the shares of Brilliant Common Stock otherwise being issued to Nukkleus shareholders in exchange for their Nukkleus shares in the Business Combination. There will be no separate record date for the issuance of shares from the Backstop Pool and such shares will be issued to Brilliant public shareholders otherwise entitled to receive shares in exchange for their Brilliant shares in the Business Combination in accordance with the foregoing description. The number of shares of Brilliant Common Stock equal to the Backstop Pool is therefore 20% of the number of public Brilliant shares that were issued and outstanding at the time the Merger Agreement was initially signed. The Backstop Pool is accordingly defined in the Merger Agreement (as amended) as a pool of shares of Brilliant Common Stock equal to the lower of (1) 1,012,000 and (2) 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights to receive one-tenth of one Brilliant Ordinary Share, subject to rounding in accordance with the Merger Agreement.

Q:     Did Brilliant’s board of directors obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes, Brilliant’s board of directors obtained a fairness opinion from The Benchmark Company, LLC (“Benchmark”) in connection with its determination to proceed with the Business Combination and recommendation of the Business Combination to the shareholders. See “Brilliant Proposal 1 — The Business Combination Proposal — Opinion of Brilliant’s Financial Advisor” and the opinion (as described below) attached to the joint proxy statement/prospectus as Annex B.

Q:     Do any of Nukkleus’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Nukkleus board of directors to approve the Merger Agreement, Nukkleus stockholders should be aware that certain Nukkleus executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of Nukkleus stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Nukkleus Proposal 1 — Interests of Certain Persons in the Business Combination” beginning on page 98”.

Q:     Do any of Brilliant’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Brilliant board of directors to approve the Merger Agreement, Brilliant shareholders should be aware that certain Brilliant executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of Brilliant shareholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Brilliant Proposal 1 — The Brilliant Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 130.

Q:     When and where is the Nukkleus Special Meeting?

A:     The Nukkleus Special Meeting will be holding its special meeting via teleconference on December 1, 2023, at 10:00 a.m.

HOW TO ACCESS MEETING BY PHONE:

1.      On the day of the Nukkleus Special Meeting, use a telephone to call +1 813-308-9980.

2.      When prompted, enter the numeric passcode: 173547

3.      You will now be able to hear the meeting audio.

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SUPPORT:

Should you need any technical assistance in attending the Nukkleus Special Meeting, please feel free to call our meeting host, ClearTrust, at 813-235-4490.

Q:     When and where is the Brilliant Meeting?

A:     The Brilliant Meeting will take place on December 1, 2023, at 10:00 a.m. Brilliant will be holding the Brilliant Meeting via teleconference using the following dial-in information:

US Toll Free

 

888-475-4499

Meeting ID

 

6526144748

Web Address for Audio Conference

 

https://loeb.zoom.us/pac/join/6526144748

Q:     Who may vote at the Nukkleus Special Meeting?

A:     Only holders of record of Nukkleus Common Stock as of the close of business on November 2, 2023, may vote at the Nukkleus Special Meeting. As of November 2, 2023, there were 367,175,886 shares of Nukkleus Common Stock outstanding and entitled to vote. Please see “The Nukkleus Special Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     Who may vote at the Brilliant Meeting?

A:     Only holders of record of Brilliant Ordinary Shares as of the close of business on October 3, 2023, may vote at the Brilliant Meeting. As of October 3, 2023, there were 1,814,696 Brilliant Ordinary Shares outstanding and entitled to vote. Please see “The Brilliant Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Nukkleus Special Meeting?

A:     Stockholders representing a majority of the shares of Nukkleus Common Stock issued and outstanding as of Nukkleus’s record date and entitled to vote at the Nukkleus Special Meeting must be present in person or represented by proxy in order to hold the Nukkleus Special Meeting and conduct business. This is called a quorum. Shares of Nukkleus Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

Q:     What is the quorum requirement for the Brilliant Meeting?

A:     Shareholders representing not less than 30% of the votes of the Brilliant Ordinary Shares entitled to vote on the Brilliant Proposals to be considered at the Brilliant Meeting must be present in person or represented by proxy in order to hold the Brilliant Meeting and conduct business. This is called a quorum. The Brilliant Ordinary Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, the Brilliant Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What is a proxy?

A:     A proxy is a stockholder’s legal designation of another person, which is referred to as a proxy, to vote such holder’s shares at a stockholder meeting. The document used to designate a proxy to vote your shares of Nukkleus Common Stock or Brilliant Ordinary Shares, as applicable, is referred to as a proxy card.

Q:     How many votes do I and others have for the Nukkleus Special Meeting?

A:     Nukkleus stockholders are entitled to one vote for each share of Nukkleus Common Stock that you held as of Nukkleus’s record date. As of the close of business on Nukkleus’s record date, there were 367,175,886 outstanding shares of Nukkleus Common Stock.

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Q:     How many votes do I and others have for the Brilliant Meeting?

A:     Brilliant Shareholders are entitled to one vote for each Brilliant Ordinary Share that you held as of Brilliant’s record date. As of the close of business on Brilliant’s record date, there were 1,814,696 outstanding Brilliant Ordinary Shares.

Q:     Am I required to vote against the Brilliant Business Combination Proposal in order to have my public Ordinary Shares redeemed?

A:     No. Holders of Brilliant Ordinary Shares are not required to vote against the Brilliant Business Combination Proposal in order to have the right to demand that Brilliant redeem your public Brilliant Ordinary Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of public Brilliant Ordinary Shares for cash are sometimes referred to herein as “redemption rights”. Holders of public Brilliant Ordinary Shares are able to retain any Brilliant Warrants and Brilliant Rights held by the holder regardless of whether they redeem their Brilliant Ordinary Shares and regardless of how or whether they vote in the Business Combination. As of November 10, 2023, the closing price of Brilliant Warrants on the Nasdaq Stock Market was $0.0542, and the closing price of Brilliant Rights on the Nasdaq Stock Market was $0.2699. If the Business Combination is not completed, holders of public Brilliant Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their public Brilliant Ordinary Shares will be returned to them.

Q:     Where will the Common Stock of the Combined Company that I receive in the Business Combination be publicly traded?

A:     Nukkleus and Brilliant intend that the shares of the Combined Company’s common stock to be issued in the Business Combination will be listed for trading on the Nasdaq under the ticker symbol “NUKK”.

Q:     Brilliant and Nukkleus may enter into a PIPE transaction in connection with the Business Combination. What are the material differences, if any, in the terms and price of securities issued at the time of Brilliant’s IPO as compared to the private placements contemplated at the time of the Business Combination? Will the Sponsor or any of its directors, officers or affiliates invest in a PIPE investment?

A:     Although the terms are not yet determined, as set forth in the Merger Agreement, Brilliant and Nukkleus may enter into subscription agreements with certain investors pursuant to which such investors would commit to purchase securities of the Combined Company in a private placement or other financing to be consummated simultaneously with the Closing (the “PIPE Investment”). The Brilliant Units purchased by public investors in Brilliant’s IPO were purchased at a price of $10.00 per Brilliant Unit. The Brilliant Units issued at the time of Brilliant’s IPO consisted of one Brilliant Ordinary Share, one Brilliant Right and one Brilliant Warrant. Each Brilliant Right entitles the holder to one-tenth of one Brilliant Ordinary Share upon consummation of a business combination. Each Brilliant Warrant entitles the holder to purchase one Brilliant Ordinary Share at an exercise price of $11.50 per share. Although the terms are not yet determined, Brilliant and Nukkleus may enter into subscription agreements in a PIPE Investment. Similar private placements at the time of business combinations involving SPACs typically contemplate the sale of one share of common stock at $10.00 per share. If Brilliant and Nukkleus enter into such arrangements, investors would pay the same price per security as investors in Brilliant’s IPO, but would not receive the additional warrant and right that investors in Brilliant’s IPO have received.

Brilliant’s Sponsors and its directors, officers and its affiliates do not intend to invest in the PIPE Investment.

Q:     How do I exercise my redemption rights?

A:     If you are a public shareholder and you seek to have your Brilliant Ordinary Shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on November 29, 2023 (at least two business days before the Brilliant Meeting), that Brilliant redeem your shares into cash; and (ii) submit your request in writing to Continental, at the address listed at the end of this section and deliver your shares to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Brilliant Meeting.

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Any corrected or changed written demand of redemption rights must be received by 5:00 p.m., Eastern Time on November 29, 2023, two business days before the Brilliant Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days before the Brilliant Meeting.

Brilliant shareholders may seek to have their public Brilliant Ordinary Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of public Brilliant Ordinary Shares as of the Record Date. Any public shareholder who holds Brilliant Ordinary Shares on or before November 29, 2023 (two business days before the Brilliant Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of Brilliant Ordinary Shares underlying the Brilliant Units sold in the IPO. Please see the section titled “The Brilliant Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Brilliant Ordinary Shares for cash.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its Brilliant Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Brilliant Ordinary Shares under Section 302 of the Internal Revenue Code of 1986, as amended (the “Code”), or is treated as a distribution under Section 301 of the Code and whether Brilliant would be characterized as a passive foreign investment company (“PFIC”).

Additionally, because the Domestication will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to Brilliant Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(b) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences.” All holders of Brilliant Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:     Will holders of Brilliant Ordinary Shares, Brilliant Rights or Brilliant Warrants be subject to U.S. federal income tax on the Brilliant Common Stock or Brilliant Warrants received in the Domestication?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Brilliant Securities,” the Domestication should qualify as a “reorganization” within the meaning of Section 368 of the Code. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368 to a Domestication of a corporation holding only investment-type assets such as Brilliant, the qualification of the Domestication as an “reorganization” within the meaning of Section 368 of the Code is not entirely clear. If the Domestication so qualifies, then a U.S. Holder (as defined below) will be subject to Section 367(b) of the Code and, as a result:

        a U.S. Holder whose Brilliant Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Brilliant stock entitled to vote and less than 10% of the total value of all classes of Brilliant stock will generally not recognize any gain or loss and will generally not be required to include any part of Brilliant’s earnings in income pursuant to the Domestication;

        a U.S. Holder whose Brilliant Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Brilliant stock entitled to vote and less than 10% of the total value of all classes of Brilliant stock will generally recognize gain (but not loss) on the exchange of Brilliant Ordinary Shares for Brilliant Common Stock pursuant to the Domestication.

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As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their Brilliant Ordinary Shares, provided certain other requirements are satisfied. Brilliant does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

        a U.S. Holder who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Brilliant stock entitled to vote or 10% or more of the total value of all classes of Brilliant stock will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Brilliant Ordinary Shares, provided certain other requirements are satisfied. Any U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. Brilliant does not expect to have significant cumulative earnings and profits on the date of the Domestication.

Furthermore, even if the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. Holder of Brilliant securities may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Brilliant securities for PubCo securities pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of PubCo securities received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding Brilliant securities surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Brilliant Securities — Passive Foreign Investment Company Status.”

If the Domestication does not qualify as a reorganization, then a U.S. Holder that exchanges its Brilliant securities for PubCo securities will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the Brilliant Common Stock and Brilliant Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the Brilliant Ordinary Shares, Brilliant Rights and Brilliant Warrants exchanged.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s shares of Brilliant Ordinary Shares after the Domestication.

For a more detailed discussion of certain U.S. federal income tax consequences of the Domestication, see “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of Brilliant Securities” in this proxy statement/consent solicitation statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Domestication.

Q:     Will holders of Nukkleus Common Stock be subject to U.S. federal income tax on the Brilliant Common Stock received in the Merger?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Nukkleus Common Stock”, in the opinion of ArentFox Schiff LLP, counsel to Nukkleus, the Merger will qualify as a “reorganization” within the meaning of Section 368(a). This opinion is based on the representations, qualifications, exceptions and assumptions, exceptions, and limitations set forth in the Tax Opinion of ArentFox Schiff LLP. If any of these representations or assumptions is or becomes incorrect, incomplete, or inaccurate, or is violated, or if there is a change in U.S. federal income tax law after the date of the Tax Opinion of ArentFox Schiff LLP, the validity of the Tax Opinion of ArentFox Schiff LLP may be adversely affected. Furthermore, Brilliant, Merger Sub and Nukkleus have not requested, and do not intend to request, any ruling from the IRS with respect to the tax consequences of the Merger. Accordingly, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below. Subject to the qualifications and limitations set forth in “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Nukkleus Common Stock,” if the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders of Nukkleus Common Stock should not recognize any gain or loss as a result of the Merger. For more information on the material U.S. federal income tax consequences of the Merger to U.S. Holders of

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Nukkleus Common Stock, see “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Nukkleus Common Stock”. U.S. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Merger.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     What if I hold shares in both Nukkleus and Brilliant?

A:     If you are both a Nukkleus stockholder and a Brilliant shareholder, you will receive two separate packages of proxy materials. A vote cast as a Nukkleus stockholder will not count as a vote cast as a Brilliant shareholder, and a vote cast as a Brilliant shareholder will not count as a vote cast as a Nukkleus stockholder. Therefore, please submit separate proxies for your shares of Nukkleus Common Stock and your Brilliant Ordinary Shares.

Q:     How can I vote?

A:     If you are a shareholder of record, you may vote online at the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, or vote by proxy using the enclosed proxy card, the internet or telephone. Whether or not you plan to participate in the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Nukkleus Special Meeting or the Brilliant Meeting, as applicable, and vote online, if you choose.

To vote online at the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, follow the instructions below under “How may I participate in the Special Meeting?

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the internet, please go to https://www.cstproxy.com/brilliantacquisitioncorp/sme2023, and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

Even if you plan to attend the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, Nukkleus and Brilliant recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective stockholder meeting.

Additional information on attending the meetings can be found under the section entitled “The Nukkleus Special Meeting” beginning on page 92 and under the section entitled “The Brilliant Meeting” beginning on page 100.

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Q:     How may I participate in the Special Meeting?

A.     If you are a shareholder of record as of the Record Date for the Nukkleus Special Meeting, you should receive a proxy card, containing instructions on how to attend the Nukkleus Special Meeting and how to vote at the meeting. Nukkleus will be holding the Nukkleus Meeting via teleconference using the following dial-in information:

1.      On the day of the Nukkleus Special Meeting, use a telephone to call +1 813-308-9980.

2.      When prompted, enter the numeric passcode: 173547

3.      You will now be able to hear the meeting audio.

SUPPORT:

Should you need any technical assistance, please feel free to call our meeting host, ClearTrust: 813-235-4490

If you are a shareholder of record as of the Record Date for the Brilliant Meeting, you should receive a proxy card from Continental, containing instructions on how to attend the Brilliant Meeting including the URL address and phone number. Brilliant will be holding the Brilliant Meeting via teleconference using the following dial-in information:

US Toll Free

 

888-475-4499

Meeting ID

 

6526144748

Web Address for Audio Conference

 

https://loeb.zoom.us/pac/join/6526144748

Q:     Who can help answer any other questions I might have about the respective special meetings?

A.     If you have any questions concerning the Nukkleus Special Meeting (including accessing the meeting by teleconference means) or need help voting your shares of Nukkleus Common Stock, please contact:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

The Notice of Nukkleus Special Meeting, joint proxy statement/prospectus and form of proxy card are available at: cleartrustonline.com/nukk.

If you have any questions concerning the Brilliant Meeting or need help voting your shares of Brilliant Ordinary Shares, or you would like to obtain additional copies of the Notice of Brilliant Meeting, joint proxy statement/prospectus and form of proxy card please contact:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

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Each of the Proposals to be presented at the Nukkleus Special Meeting and the Brilliant Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have no effect on the Nukkleus Business Combination Proposal or the Brilliant Business Combination Proposal.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Nukkleus will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Nukkleus Special Meeting. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Brilliant will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Brilliant Meeting. An abstention on the Brilliant Business Combination Proposal will have no effect on the Brilliant Adjournment Proposal.

Q:     If I am not going to attend the special meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the special meeting via teleconference or not, please read the enclosed joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     How can I submit a proxy?

A:     If you are a Nukkleus stockholder, you may submit a proxy by (a) visiting https://www.cleartrustonline.com/nukk and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free 1-813-235-4490 and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

If you are a Brilliant shareholder, you may submit a proxy by (a) visiting https://www.cstproxy.com/brilliantacquisitioncorp/sme2023 and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free 888-475-4499 in the U.S. and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

Q:     If a stockholder gives a proxy, how are the shares of Nukkleus Common Stock or Brilliant Ordinary Shares voted?

A:     Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Nukkleus Common Stock or Brilliant Ordinary Shares, as applicable, in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Nukkleus Common Stock or Brilliant Ordinary Shares, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the respective special meeting.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Nukkleus Special Meeting or the Brilliant Meeting, as applicable. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, in person and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Nukkleus Special Meeting or the Brilliant Meeting, as applicable. If you hold your shares

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through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

 

if you are a Nukkleus stockholder, to:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

 

if you are a Brilliant shareholder, to:

ADVANTAGE PROXY
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870
-8565
Collect: (206) 870
-8565
Email: ksmith@advantageproxy.com

Unless revoked, a proxy will be voted at the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

Q:     Where can I find the voting results of the special meetings?

A:     The preliminary voting results for each special meeting will be announced at that meeting. In addition, within four business days following certification of the final voting results, each of Nukkleus and Brilliant intends to file the final voting results of its respective special meeting with the SEC on a Current Report on Form 8-K.

Q:     Should I send in my share certificates now to have my Brilliant Ordinary Shares redeemed?

A:     Brilliant shareholders who intend to have their public Brilliant Ordinary Shares redeemed should send their certificates to Continental at least two business days before the Brilliant Meeting. Please see “The Brilliant Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Brilliant Ordinary Shares for cash.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the special meeting?

A:     Nukkleus will pay the cost of soliciting proxies for the Nukkleus Special Meeting. Nukkleus has engaged Advantage Proxy to assist in the solicitation of proxies for the Nukkleus Special Meeting. Nukkleus has agreed to pay Advantage Proxy a fee of $5,000, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. Nukkleus will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Nukkleus Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Nukkleus Common Stock and in obtaining voting instructions from those owners. Nukkleus’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Brilliant will pay the cost of soliciting proxies for the Brilliant Meeting. Brilliant has engaged Advantage Proxy to assist in the solicitation of proxies for the Brilliant Meeting. Brilliant has agreed to pay Advantage Proxy a fee of $10,000, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages, and expenses. Brilliant will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Brilliant Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of the Brilliant Ordinary Shares and in obtaining voting instructions from those owners. Brilliant’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q:     What happens if I sell my shares of Nukkleus Common Stock or Brilliant Ordinary Shares before the respective special meeting?

A:     The record date for Nukkleus stockholders entitled to vote at the Nukkleus Special Meeting is earlier than the date of the Nukkleus Special Meeting, and the record date for Brilliant shareholders entitled to vote at the Brilliant Meeting is earlier than the date of the Brilliant Meeting. If you transfer your shares of Nukkleus Common Stock or Brilliant Ordinary Shares after the respective record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite regulatory and stockholder approvals are received, Nukkleus and Brilliant expect that the Business Combination will occur as soon as possible following the special meetings.

Q:     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A:     Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this joint proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 37 of this joint proxy statement/prospectus.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:     Appraisal rights are not available to holders of shares of Nukkleus Common Stock in connection with the proposed Business Combination. Brilliant shareholders do not have statutory dissenters’ rights of appraisal as a result of the Domestication of the Business Combination. For additional information, see the sections titled “The Nukkleus Special Meeting — Appraisal Rights” and “The Brilliant Meeting — Appraisal Rights.”

Q:     What are the conditions to completion of the merger?

A:     In addition to the approval of the Business Combination by Nukkleus stockholders, and the approval of the Business Combination and the related transactions as set out in the Merger Agreement by Brilliant shareholders as described above, completion of the Business Combination is subject to the satisfaction of a number of other conditions, including, but not limited to, the approval of Brilliant’s listing application for Brilliant Common Stock, and certain other closing conditions set forth in the Merger Agreement. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination — Conditions to the Completion of the Merger” beginning on page 107.

Q:     What respective equity stakes will Nukkleus stockholders and Brilliant shareholders hold in the combined company immediately following the Business Combination?

A:     As of the date of this joint proxy statement/prospectus, based on the estimated number of shares of Nukkleus Common Stock and Brilliant Ordinary Shares that will be outstanding immediately prior to the completion of the Business Combination and the exchange ratio of one to one, Nukkleus and Brilliant estimate that holders of shares of Nukkleus Common Stock as of immediately prior to the completion of the Business Combination will hold, in the aggregate, approximately 76.6% of the issued and outstanding shares of Brilliant Common Stock immediately following the completion of the Business Combination, holders of public Brilliant Ordinary Shares as of immediately prior to the completion of the Business Combination will hold, in the aggregate, approximately 8.1% of the issued and outstanding shares of Brilliant Common Stock immediately following the completion of the Business Combination, and Brilliant’s Initial Shareholders as of immediately prior to the completion of the Business Combination will hold, in the aggregate, approximately 12.4% of the issued and outstanding shares of Brilliant Common Stock immediately following the completion of the Business Combination. The exact equity stake of Nukkleus stockholders and Brilliant shareholders in the Combined Company immediately following the merger will depend on the number of shares of Nukkleus Common Stock and Brilliant Ordinary Shares issued and outstanding immediately prior to the Business Combination and the number of redemptions by public holders of Brilliant Ordinary Shares. These estimates assume that no redemptions by public holders of Brilliant Ordinary Shares were made.

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Q:     What happens if the Business Combination is not consummated?

A:     If Brilliant does not consummate the Business Combination by November 23, 2023 (or up to December 23, 2023 if further extended), then pursuant to Section 18.6 of Brilliant’s memorandum and articles of association, Brilliant will, as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding Brilliant public shares for a pro rata portion of the funds held in the Trust Fund, including a pro rata portion of any interest earned, but excluding all expenses paid and reserves for expenses and taxes payable. Additionally, the existence of Brilliant will be terminated and Brilliant will appoint a voluntary liquidator to commence the liquidation of the company. The estimated consideration that each Brilliant Ordinary Share would be paid at liquidation would be approximately $11.49 per share for shareholders based on amounts on deposit in the Trust Account as of November 10, 2023. The closing price of Brilliant Ordinary Shares on the Nasdaq Stock Market as of November 10, 2023 was $11.475. The Brilliant Initial Shareholders waived the right to any liquidation distribution with respect to any Brilliant Ordinary Shares held by them.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of pubic Brilliant Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to Nukkleus to fund working capital needs of the Combined Company. As of November 13, 2023, there was approximately $4.64 million in the Trust Account. Brilliant estimates that approximately $11.49 per outstanding Brilliant Ordinary Share will be paid to the investors exercising their redemption rights.

Q:     Who will manage the Combined Company after the Business Combination?

A:     As a condition to the closing of the Business Combination, the post-Business Combination board of directors will consist of six directors, all but one of which will be selected by Nukkleus, including Emil Assentato, Jamal Khurshid, Nicholas Gregory, Brian Schwieger, Daniel Marcus and Brian Ferrier. Brilliant’s sponsor, Nisun Investment Holding Limited, has the right to appoint one director to serve on the post-Business Combination board of directors in accordance with the Merger Agreement. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” in this joint proxy statement/prospectus.

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this joint proxy statement/prospectus but may not contain all of the information that may be important to you as a Nukkleus stockholder or a Brilliant shareholder. Accordingly, Nukkleus and Brilliant encourage you to read carefully this entire joint proxy statement/prospectus, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Brilliant’s shareholders.

The Parties to the Business Combination

Nukkleus Inc.

Nukkleus is a financial technology company focused on providing software and technology solutions for the worldwide crypto and retail FX trading industry. Nukkleus primarily provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”), formerly known as FXDD Malta Limited (“FXDD Malta”). The FXDD brand (e.g., see FXDD.com) is the brand utilized in the retail forex trading industry by TCM.

Nukkleus was formed on July 29, 2013, in the State of Delaware as a for-profit company and established a fiscal year end of September 30.

Nukkleus Limited, a wholly-owned subsidiary of Nukkleus, provides its software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a General Services Agreement (“GSA”) to TCM. TCM is a private limited liability company formed under the laws of Malta. The GSA provides that TCM will pay Nukkleus Limited at minimum $1,600,000 per month. Emil Assentato, directly and indirectly, owns approximately 86% of Max Q Investments LLC (“Max Q”), which is managed by Derivative Marketing Associates Inc. (“DMA”). Mr. Assentato, who is our Chief Executive Officer, Chief Financial Officer and chairman, is the sole owner and manager of DMA. Max Q owns 79% of Currency Mountain Malta LLC, which in turn is the sole shareholder of TCM.

In addition, in order to appropriately service TCM, Nukkleus Limited entered into a GSA with FXDirectDealer LLC (“FXDIRECT”), which provides that Nukkleus Limited will pay FXDIRECT a minimum of $1,575,000 per month in consideration of providing personnel engaged in operational and technical support, marketing, sales support, accounting, risk monitoring, documentation processing and customer care and support. FXDIRECT may terminate this agreement upon providing 90 days’ written notice. Currency Mountain Holdings LLC is the sole shareholder of FXDIRECT. Max Q is the majority shareholder of Currency Mountain Holdings LLC.

In 2018, Nukkleus incorporated Markets Direct Technology Group Ltd (fka Nukkleus Malta Holding Ltd.) (“MDTG”) as a wholly-owned subsidiary. In July 2018, Nukkleus Malta Holding Ltd. incorporated Markets Direct Technology Group Ltd (“MDTG”), formerly known as Nukkleus Exchange Malta Ltd. MDTG was exploring potentially obtaining a license to operate an electronic exchange whereby it would facilitate the buying and selling of various digital assets as well as traditional currency pairs used in FX Trading. During the fourth quarter of fiscal 2020, management made the decision to exit the exchange business and to no longer pursue the regulatory licensing necessary to operate an exchange in Malta. MDTG manages the technology and IP behind the Markets Direct brand (which is operated by TCM). MDTG holds all the IP addresses and all the software licenses in its name, and it holds all the IP rights to the brands such as Markets Direct and TCM. MDTG then leases out the rights to use these names/brands licenses to the appropriate entities.

In 2021, Nukkleus acquired Match Financial Limited, a private limited company formed in England and Wales (“Match”). Match is engaged in providing financial services to enable global cross-border payments using blockchain technologies, through its wholly owned subsidiary, Digital RFQ Ltd (“Digital RFQ”).

Later in 2021, Nukkleus acquired 5.0% of the issued and outstanding ordinary shares of Jacobi Asset Management Holdings Limited (“Jacobi”). Jacobi is a company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF.

Also later in 2021, Nukkleus acquired 50% of the issued and outstanding equity securities of DigiClear Ltd, a limited company formed in England and Wales (“DigiClear”), a company developing a custody and settlement utility operating system.

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Nukkleus’s Common Stock was previously traded on the OTC Pink Sheets with the ticker symbol “NUKK.” Nukkleus’s Common Stock was suspended from the OTC Pink Sheets market on April 21, 2023, and was reinstated on June 20, 2023. (For more information please refer to the section titled “The Brilliant Business Combination Proposal — Background to the Merger” on page 108.)

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(1)      Emil Assentato owns 100% of DMA.

(2)      Emil Assentato directly owns approximately 85% of Max Q, and indirectly owns an additional 1%. The remainder of Max Q is owned by various individuals and entities unaffiliated with Nukkleus’s officers and directors.

(3)      Emil Assentato owns 1% of Currency Mountain Malta LLC, and the remainder of Currency Mountain Malta LLC is owned by Rubens Investment Services, Inc., a wholly owned subsidiary of Compagnie Financière Tradition, a public company based in Switzerland, both of which are unaffiliated with Nukkleus’s officers and directors.

(4)      See section entitled “Security Ownership of Certain Beneficial Owners and Management” for director and officer beneficial ownership of Nukkleus shares. As Nukkleus’s common stock has been quoted for trading on the OTC Pink Sheets, information on its other owners is not readily available.

(5)      Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. The remainder of Jacobi is owned by various individuals and entities unaffiliated with Nukkleus’s officers and directors.

(6)      Navarock, Ltd., an entity unaffiliated with Nukkleus’s officers and directors, owns the remaining 50% of Digiclear.

(7)      Angel Holdings LLC, an entity unaffiliated with Nukkleus’s officers and directors, owns the remaining 49% of DRFQ Emerging Markets.

Brilliant Acquisition Corporation.

Brilliant is a blank check company incorporated in the British Virgin Islands on May 24, 2019. Brilliant was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.

On June 26, 2020, Brilliant consummated its Initial Public Offering of 4,000,000 units (the “Brilliant Units”), at $10.00 per Brilliant Unit, generating gross proceeds of $40,000,000.

Simultaneously with the closing of the Initial Public Offering, Brilliant consummated the sale of 240,000 Brilliant Units (the “Brilliant Private Units”) at a price of $10.00 per Brilliant Private Unit in a private placement to Brilliant’s sponsor, Nisun Investment Holding Limited (the “Brilliant Sponsor”), directors and business advisors generating gross proceeds of $2,400,000.

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Following the closing of the Initial Public Offering on June 26, 2020, an amount of $40,000,000 ($10.00 per Brilliant Unit) from the net proceeds of the sale of the Brilliant Units in the Initial Public Offering and the sale of the Brilliant Private Units was placed in a trust account (the “Trust Account”) located in the United States and initially invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by Brilliant, but since July 8, 2022 has been held entirely in cash, until the earlier of: (i) the consummation of a business combination or (ii) the distribution of the funds in the Trust Account to Brilliant’s shareholders, as described herein.

On June 29, 2020, the underwriters notified Brilliant of their intention to exercise their over-allotment option in full. As such, on June 30, 2020, Brilliant consummated the sale of an additional 600,000 Brilliant Units to the public, at $10.00 per Brilliant Unit, and the sale of an additional 21,000 Brilliant Private Units, at $10.00 per Brilliant Private Unit, generating total gross proceeds of $6,210,000. A total of $6,000,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $46,000,000.

Transaction costs amounted to $2,069,154 consisting of $1,610,000 of underwriting fees and $459,154 of other offering costs. In addition, as of December 31, 2021, cash of $283,403 was held outside of the Trust Account (as defined above) and is available for the payment of offering costs and for working capital purposes.

The Brilliant Units, and their underlying Brilliant Ordinary Shares, Brilliant Rights, and Brilliant Warrants are currently listed on the Nasdaq Capital Market, under the symbols “BRLIU,” “BRLI,” “BRLIR,” and “BRLIW” respectively. The Brilliant Units, Brilliant Ordinary Shares, Brilliant Rights, and Brilliant Warrants commenced trading on the Nasdaq Capital Market separately on or about July 22, 2020.

Brilliant’s principal executive offices are located at 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples Republic of China and its telephone number is (86) 021-80125497.

Merger Sub

Merger Sub is a wholly-owned subsidiary of Brilliant, formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub will have merged with and into Nukkleus, with Nukkleus surviving the merger as a wholly-owned subsidiary of Brilliant.

The Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the Business Combination.

On February 22, 2022, Nukkleus, entered into the Agreement and Plan of Merger by and among Nukkleus and Brilliant (the “Original Merger Agreement”). On June 23, 2023, Nukkleus and Brilliant amended and restated the Merger Agreement to revise the structure of the transaction, which was further amended on November 1, 2023. Pursuant to the terms of the Merger Agreement, a business combination between Nukkleus and Brilliant will be effected through the merger of Merger Sub with and into Nukkleus, with Nukkleus surviving the merger as a wholly owned subsidiary of Brilliant.

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Business Combination, the shares of Nukkleus issued and outstanding as of immediately prior to the Business Combination were initially valued based on a pre-Merger consolidated equity value of Nukkleus of $140 million. This proposed valuation was based on Nukkleus’s market capitalization, which averaged approximately $140 million in the month leading up to the signing of the LOI on November 16, 2021, and a preliminary valuation analysis based on projected financial information and a comparable company analysis. The pre-Merger consolidated equity value of Nukkleus subsequently reduced to $105,000,000 in connection with Amendment No. 1 to the Merger Agreement as a result of the reduction in the Closing Payment Shares issuable to existing holders of Nukkleus common stock from 14,000,000 shares to 10,500,000 shares.

Treatment of Nukkleus and Brilliant Securities

As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Nukkleus Common Stock will be cancelled in exchange for the right to receive a pro-rata portion of 10,500,000 shares of Brilliant Common Stock. Each outstanding option to purchase shares of Nukkleus Common Stock (whether vested

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or unvested) will be assumed by Brilliant and automatically converted into an option to purchase shares of Brilliant Common Stock (each, an “Assumed Option”). The holder of each Assumed Option will: (i) have the right to acquire a number of shares of Brilliant Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Nukkleus Common Stock subject to such option prior to the effective time of the Merger, multiplied by (B) the exchange ratio of 1:35 (the “Exchange Ratio); (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the option, divided by (B) the Exchange Ratio; and (iii) be subject to the same vesting schedule as the applicable option of Nukkleus.

In connection with the Domestication, all of the issued and outstanding Brilliant Ordinary Shares, Brilliant Rights and Brilliant Warrants will remain outstanding and become substantially identical securities of Brilliant as a Delaware corporation. Immediately prior to the effective time and following the Domestication, Brilliant will cause Brilliant Units to separate into one share of Brilliant Common Stock, one Brilliant Right and one Brilliant Warrant. The Merger Agreement also provides for holders of Brilliant’s securities, other than Brilliant’s sponsor or affiliates to receive an additional issuance, as follows: (1) in the case of holders of Brilliant Ordinary Shares, such number of newly issued shares of Brilliant Common Stock equal to a pro rata share of a pool of additional shares of Brilliant Common Stock reserved for issuance to Brilliant shareholders; and (2) in the case of holders of Brilliant Rights, such number of shares of Brilliant Common Stock equal to a pro rata share of the Backstop Pool, in each case subject to rounding in accordance with the Merger Agreement (such ratio of the aggregate number of shares of Brilliant Common Stock issuable to each Brilliant public shareholder, including such shareholder’s share in the Backstop Pool, to the aggregate number of Brilliant Ordinary Shares and Brilliant Rights held by such Brilliant public shareholder, the “SPAC Additional Share Ratio”). Outstanding Brilliant warrants will be assumed by Nukkleus and converted, subject to adjustment pursuant to the terms of the Merger Agreement, into warrants exercisable for newly-issued shares of Brilliant Common Stock, (a) with respect to each such warrant held by any SPAC Initial Shareholder, one warrant exercisable to receive one share of Brilliant Common Stock; and (b) with respect to each other such warrant, a number of warrants equal to one warrant exercisable to receive one share of Brilliant Common Stock plus an additional number of warrants equal to the SPAC Additional Share Ratio, each warrant exercisable to receive one share of Brilliant Common Stock per warrant. The “Backstop Pool” is a pool of shares of Brilliant Common Stock intended to equal 20% of the aggregate number of shares of Brilliant Common Stock that would be issued to the Brilliant public shareholders if no Brilliant shareholder redeemed its shares, with any redemptions allowing non-redeeming Brilliant shareholders to participate in a higher portion of the Backstop Pool, up to a cap of 40% of the shares of Brilliant Common Stock issuable to such Brilliant shareholder in the Business Combination. The Backstop Pool is defined in the Merger Agreement as a pool of shares of Brilliant Common Stock equal to the lower of (1) 1,012,000 and (2) 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights to receive one-tenth of one Brilliant Ordinary Share, subject to rounding in accordance with the Merger Agreement.

For more information on the exchange ratio or the merger consideration, see the section entitled “Brilliant Proposal 1 — The Business Combination — The Merger Agreement — Merger Consideration” beginning on page 105.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations and warranties of Nukkleus and Brilliant relating to, among other things, their ability to enter into the Merger Agreement and their outstanding capitalization. The Merger Agreement also contains covenants by Nukkleus and Brilliant to conduct their businesses in the ordinary course and consistent with past practice during the period between the execution of the Merger Agreement and consummation of the Merger and to refrain from taking certain actions specified in the Merger Agreement.

For more information about the Merger Agreement and the Merger and the other transactions contemplated thereby, see the sections entitled “The Business Combination Proposal” and “The Business Combination Agreement.”

Conditions to Closing

The obligations of Nukkleus and Brilliant to consummate the Merger is subject to the fulfillment or waiver of certain closing conditions, including, but not limited to, (i) the approval of Nukkleus’s stockholders, (ii) the approval of Brilliant’s shareholders, (iii) the approval of Nukkleus’s application for the listing on the Nasdaq Capital Market of Nukkleus Common Stock, and (iv) certain other closing conditions as set forth in the Merger Agreement. The closing conditions may be waived by the parties in accordance with the terms of the Merger Agreement, without recirculation or resolicitation. The Combined Company intends to apply to list its shares on the Nasdaq Capital Market (for more information on the listing process with respect to shares of Nukkleus Common Stock please refer to the section titled “Requirements for Nasdaq listing” from page 110).

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In addition, the obligation of Nukkleus to consummate the Merger is subject to the fulfillment or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of Brilliant being true and correct to the standards applicable to such representations and warranties and each of the covenants of Brilliant having been performed or complied with in all material respects, (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred, (iii) Nukkleus having a gross amount of no less than $10,000,000 in cash and cash equivalents available to it immediately after the Closing, including the proceeds from the Trust Fund (prior to the payment of Transaction Costs), (iv) Brilliant remaining listed on Nasdaq, and (v) Brilliant’s unpaid debt, excluding certain transactions costs, not exceeding a threshold specified in the Merger Agreement.

The obligation of Brilliant to consummate the Business Combination is also subject to the fulfillment or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of Nukkleus being true and correct to the standards applicable to such representations and warranties and each of the covenants of Nukkleus having been performed or complied with in all material respects, (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred, and (iii) transactions costs of the Business Combination not exceeding certain thresholds set forth in the Merger Agreement.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Merger, including, but not limited to, (i) by either Nukkleus or Brilliant if the Merger is not consummated by November 23, 2023 (or December 23, 2023 if the liquidation date of Brilliant is further extended upon approval by Brilliant’s shareholders), (ii) by Brilliant if there is a material breach of the representations and warranties of Nukkleus, subject to a fifteen (15) day cure period following notice of such breach, and (iii) by Nukkleus upon a material breach of the representations and warranties of Brilliant, subject to a fifteen (15) day cure period following notice of such breach.

Certain Related Agreements

Stockholder Support Agreements

Certain holders of Nukkleus Common Stock entered into a Support Agreement with Brilliant (each, a “Nukkleus Stockholder Support Agreement”), pursuant to which each such holder agreed, among other things, (a) to vote all of the shares of Nukkleus beneficially owned by such holder (which vote may be done by executing a written consent) in favor of the adoption of the Merger Agreement and the approval of the Merger, and (b) not to engage in any transactions involving the securities of Brilliant prior to the Closing.

Lock-Up Agreements

At the effective time of the Merger, Nukkleus and certain shareholders of Brilliant will enter into lock-up agreements (the “Lock-Up Agreements”), pursuant to which, among other things, such shareholders will agree to be subject, for a one-year period, to restrictions on the transfer of the shares of Brilliant Common Stock they receive in the Business Combination.

Registration Rights Agreement

At the effective time of the Merger, Nukkleus and certain shareholders of Brilliant will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Brilliant will grant to such shareholders certain customary registration rights with respect to the shares of the Combined Company they receive in the Business Combination.

Regulatory Approvals

Nukkleus and Brilliant do not anticipate that any regulatory approvals will be required in connection with the Business Combination.

Management

As a condition to the closing of the Merger, the post-Merger board of directors will consist of six directors, all but one of which will be selected by Nukkleus, including Emil Assentato, Jamal Khurshid, Nicholas Gregory, Brian Schwieger, Daniel Marcus and Brian Ferrier. Brilliant’s sponsor, Nisun Investment Holding Limited, has the right to appoint one director to serve on the post-Business Combination board of directors in accordance with the Merger Agreement.

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See “Directors, Executive Officers, Executive Compensation and Corporate Governance — Directors and Executive Officers after the Business Combination” for additional information.

Voting Securities

As of the Nukkleus Record Date, there were 367,175,886 shares of Nukkleus Common Stock issued and outstanding. Only Nukkleus stockholders who hold shares of Nukkleus Common Stock of record as of the close of business on November 2, 2023 are entitled to vote at the Nukkleus Special Meeting or any adjournment thereof. Approval of the Nukkleus Business Combination Proposal and the Nukkleus Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Nukkleus Special Meeting or any adjournment thereof.

Attending the Nukkleus Special Meeting either in person or by submitting your proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the Nukkleus Proposals.

As of the Brilliant Record Date, there were 1,814,696 Brilliant Ordinary Shares issued and outstanding. Only Brilliant shareholders of record who hold Brilliant Ordinary Shares as of the close of business on October 3, 2023 are entitled to vote at the Brilliant Meeting or any adjournment thereof. The affirmative vote of at least sixty-five percent (65%) of the votes cast by Brilliant shareholders present in person by teleconference attendance or represented by proxy will be required to approve the Brilliant Charter Amendment proposal. Approval of each of the other Brilliant Proposals require the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Brilliant Meeting.

Attending the Brilliant Meeting either in person or by submitting your proxy and abstaining from voting will have no effect on the Brilliant Business Combination Proposal or the Brilliant Adjournment Proposal. Assuming a quorum is present, broker non-votes will have no effect on the Brilliant Proposals.

Pursuant to a letter agreement, Brilliant’s Initial Shareholders agreed to vote their respective Brilliant Ordinary Shares acquired by them either prior to or after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). As of October 3, 2023, a total of 1,411,000 Brilliant Ordinary Shares or approximately 77.8% of the outstanding shares were subject to the Letter Agreement. Brilliant will consummate the Business Combination if a majority of the outstanding Brilliant Ordinary Shares voted are voted in favor of the Business Combination.

Appraisal and Dissent Rights

Brilliant

Brilliant’s shareholders do not have appraisal rights in connection with the Domestication under British Virgin Islands law or the Business Combination under Delaware law.

Nukkleus

Holders of Nukkleus Common Stock do not have appraisal or dissent rights in connection with the proposed Business Combination under the DGCL.

Redemption Rights

Pursuant to Brilliant’s memorandum and articles of association, holders of public Brilliant Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public Brilliant Ordinary Shares. As of November 10, 2023, this would have amounted to approximately $11.49 per share.

You will be entitled to receive cash for any public Brilliant Ordinary Shares to be redeemed only if you:

(i)     (a) hold public Brilliant Ordinary Shares, or

(b) hold public Brilliant Ordinary Shares through Brilliant Units and you elect to separate your Brilliant Units into the underlying public Brilliant Ordinary Shares prior to exercising your redemption rights with respect to the public Brilliant Ordinary Shares; and

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(ii)    prior to 5:00, Eastern Time, on November 29, 2023, (a) submit a written request to Continental that Brilliant redeem your public Brilliant Ordinary Shares for cash and (b) deliver your public Brilliant Ordinary Shares to Continental, physically or electronically through DTC.

Holders of outstanding Brilliant Units must separate the underlying public Brilliant Ordinary Shares prior to exercising redemption rights with respect to the public Brilliant Ordinary Shares. If the Brilliant Units are registered in a holder’s own name, the holder must deliver the certificate for its Brilliant Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate the Brilliant Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the public Brilliant Ordinary Shares from the Brilliant Units.

If a holder exercises his or her redemption rights, then such holder will be exchanging the public Brilliant Ordinary Shares for cash and will no longer own shares of the Combined Company. Such a holder will be entitled to receive cash for its public Brilliant Ordinary Shares only if it properly demands redemption and delivers its public Brilliant Ordinary Shares (either physically or electronically) to Continental in accordance with the procedures described herein. Please see the section titled “The Brilliant Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public Brilliant Ordinary Shares for cash.

Ownership of the Post-Business Combination Company after the Closing

It is anticipated that, upon the Closing of the Business Combination, Nukkleus’s stockholders will own approximately 76.5% of the outstanding common stock of the Combined Company, Brilliant’s public shareholders will retain an ownership interest of approximately 8.1% in the Combined Company, and the Sponsor, officers and directors of Brilliant will retain an ownership interest of approximately 12.4% in the Combined Company.

The following summarizes the pro forma ownership of common stock of the Combined Company following the Business Combination under both the no redemption, 50% and maximum redemption scenarios:

 

(Assuming No Further
Redemption)

 

(Assuming 50%
Redemption)

   

Pro Forma Combined

 

Pro Forma Combined

   

Number of
Shares

 

%
Ownership

 

Number of
Shares

 

%
Ownership

Brilliant Public Shareholders(1)

 

403,696

 

2.7

%

 

201,848

 

1.4

%

Brilliant Rights

 

460,000

 

3.1

%

 

460,000

 

3.2

%

Brilliant Founders(2)

 

1,150,000

 

7.8

%

 

1,150,000

 

7.9

%

Brilliant Backstop Pool

 

345,478

 

2.3

%

 

264,739

 

1.8

%

Sponsor and Others (Includes Rights)

 

675,263

 

4.6

%

 

675,263

 

4.6

%

Advisors(3)

 

425,333

 

2.9

%

 

425,333

 

2.9

%

Nukkleus Equityholders(4)

 

11,361,018

 

76.6

%

 

11,361,018

 

78.1

%

Shares Outstanding

 

14,820,788

 

100.0

%

 

14,538,201

 

100.0

%

 

(Assuming Maximum Redemption)

   

Pro Forma Combined(6)

   

Number of
Shares

 

%
Ownership

Brilliant Public Shareholders(1)

 

 

0.0

%

Brilliant Rights

 

460,000

 

3.3

%

Brilliant Founders(2)

 

1,150,000

 

8.1

%

Brilliant Backstop Pool

 

184,000

 

1.3

%

Sponsor and Others (Includes Rights)(3)

 

675,263

 

4.7

%

Advisors(4)

 

425,333

 

3.0

%

Nukkleus Equityholders(5)

 

11,361,018

 

79.6

%

Shares Outstanding

 

14,255,614

 

100.0

%

__________

(1)      Scenario 1 includes actual redemptions, subsequent to the pro forma June 30, 2023, balance sheet date, of 1,779 Brilliant Ordinary Shares for aggregate redemption payments of $19,827. Scenario 2 assumes redemptions of 201,848 Brilliant Ordinary

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Shares (including 1,779 Brilliant Ordinary Shares included in Scenario 1) for aggregate redemption payments of $2.3 million (including $19,871 included in Scenario 1) using a per-share redemption price of $11.17. Scenario 3 assumes redemptions of 403,696 Brilliant Ordinary Shares (including 201,848 Brilliant Ordinary Shares included in Scenario 1 and Scenario 2, as applicable) for aggregate redemption payments of $4.5 million (including $2.3 included in Scenario 2 and Scenario 1, as applicable) using a per-share redemption price of $11.17. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Information” for more information. Includes 460,000 Brilliant Rights to be converted into an equal number of Brilliant Common Stock upon consummation of the Business Combination.

(2)      In Scenarios 1, 2 and 3, the 1,150,000 Brilliant founder shares are subject to lock-up restrictions until the earlier of one year after the date of the consummation of the Company’s initial business combination. However, if the closing price of the Brilliant Common Stock exceeds $12.50 for any 20 trading days within a 30-trading day period following the six month anniversary of the closing date, the shares will be released. Includes 261,000 rights convertible into 26,100 shares of Brilliant Common Stock included in the Private Units held by the Sponsor.

(3)      Includes 388,163 shares of Brilliant Common Stock issuable to the Sponsor in lieu of $3,881,627 in payables to the Sponsor pursuant to the promissory notes for extensions of the liquidation date of Brilliant as a SPAC.

(4)      Represents 212,000 shares of Brilliant Common Stock to be issued to Axiom Capital Management and 213,333 shares of Brilliant Common Stock to be issued to RedEight Advisors upon consummation of the Business Combination as payment for advisory services provided to Brilliant.

(5)      Includes 10,500,000 shares of Brilliant Common Stock issued to Nukkleus Equityholders as consideration in the Business Combination and 861,018 shares of Brilliant Common Stock issued as settlement for a portion of Nukkleus’ Due to affiliates and related parties.

(6)      Since Brilliant’s initial public offering, a total of 4,196,304 Brilliant Ordinary Shares have been redeemed by Brilliant’s shareholders (including 633,792 Brilliant Ordinary Shares in connection with the special meeting held on March 18, 2022, in which in the Brilliant shareholders voted to extend the business combination period to July 23, 2023; 1,025,281 Brilliant Ordinary Shares in connection with the special meeting held on July 13, 2022, in which the Brilliant shareholders voted to extend the business combination period to October 23, 2022; 2,375,991 Brilliant Ordinary Shares in connection with the special meeting held on October 19, 2022, at which the Brilliant shareholders voted to extend the business combination period to January 23, 2023; 159,203 Brilliant Ordinary Shares in connection with the special meeting held on January 19, 2023, at which the Brilliant shareholders voted to extend the business combination period to April 23, 2023; 258 Brilliant Ordinary Shares in connection with the special meeting held on April 20, 2023, at which the Brilliant shareholders voted to extend the business combination period to July 23, 2023; and 1,779 Brilliant Ordinary Shares in connection with the special meeting held on July 20, 2023, at which the Brilliant shareholders voted to extend the business combination period to December 23, 2023). For more information, please see the section titled “Brilliant Business — Trust Account” on page 180.

The table above includes 1,661,264 shares of the Sponsor, which includes conversion of the Brilliant Rights upon consummation of the Business Combination, and equates to a pro forma ownership in the Combined Company of 11.2% under Scenario 1, 11.4% under Scenario 2 and 11.7% under Scenario 3.

Transaction costs in connection with Brilliant’s IPO included $1,610,000 of underwriting fees, which remain constant and are not adjusted based on redemptions. The following table presents the underwriting fee as a percentage of the aggregate proceeds from the IPO under each redemption scenario:

Assuming No Redemptions

 

Assuming Maximum Redemptions

(Shares)

 

Fee as a % of IPO Proceeds
(net of Redemptions)

 

(Shares)

 

Fee as a % of IPO Proceeds
(net of Redemptions)

805,478

 

20.0

%

 

460,000

 

35

%

Interests of Certain Persons in the Business Combination

Interested Nukkleus Persons

When you consider the recommendation of Nukkleus’s board of directors in favor of adoption of the Nukkleus Business Combination Proposal and other Nukkleus Proposals, you should keep in mind that Nukkleus’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

        the beneficial ownership of Nukkleus’s board of directors and officers of an aggregate of 258,639,317 shares of Nukkleus Common Stock. Such shares have an aggregate market value of approximately $28.5 million based on the closing price of Nukkleus Common Stock of $0.11 on the OTC Pink Sheets on November 2, 2023, the record date for the special meeting of stockholders;

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        the anticipated continuation of Emil Assentato, Jamal Khurshid, Daniel Marcus, Nicholas Gregory and Brian Schwieger, members of Nukkleus’s board of directors, as directors of Nukkleus following the Merger;

        Nukkleus’s retention of PK Asset Management, an entity of which Jamie Khurshid, a member of the Board of Directors of Nukkleus, is a managing director and equity holder, to provide interim chief financial officer services between September 2021 and July 2022 and hire of Tony Porcheron as interim chief financial officer of Nukkleus and chief financial officer of Digital RFQ pursuant to a verbal agreement; and

        the anticipated advisory fees to be paid to ClearThink Capital LLC (“ClearThink”), an entity of which Craig Marshak, a member of the Board of Directors of Nukkleus at the time Nukkleus’s board approved the Business Combination, is a managing director and a controlling person. To date, Nukkleus has paid ClearThink $140,000. The November 22, 2021, agreement between the parties required that Nukkleus pay ClearThink 1.2% of the total transaction value upon closing of the Business Combination, plus reimbursable expenses, less the $140,000 paid to ClearThink to date. However, on October 24, 2023, the parties subsequently agreed that ClearThink would resign as Nukkleus’s advisor and that Nukkleus would only be obligated to pay ClearThink $70,000 upon closing of the Business Combination to settle all amounts owed for services rendered. In addition, Nukkleus has engaged First Sovereign Securities Corp. (“First Sovereign”), a registered broker-dealer, to serve as a placement agent in connection with a potential PIPE financing transaction being offered in connection with the closing of the Business Combination. Certain individuals associated with ClearThink other than Mr. Marshak provide transactional support and other services to First Sovereign. In exchange for such private placement services, Nukkleus agreed to pay to First Sovereign (a) upon the closing of any such transaction, a cash fee equal to (i) 7.5% of the aggregate gross proceeds raised in such transaction through the sale of equity or equity-linked securities, or (ii) 5.0% of the aggregate gross proceeds raised through the sale of securities without any equity or equity-linked component, and (b) warrants to purchase 7.5% of the amount of equity or equity-linked securities issued in such transaction. Such warrants shall be exercisable at the effective price per share in such transaction, shall have an expiration date of five years from the closing of the transaction and shall include both cash and net issuance (cashless) exercise provisions. While Mr. Marshak is not associated with First Sovereign, it is possible that he will receive some intangible or financial benefit from the compensation paid by Nukkleus to First Sovereign as a result of any payment to ClearThink for services rendered.

These interests may influence Nukkleus’s board of directors in making their recommendation that you vote in favor of the approval of the Proposals.

Interested Brilliant Persons

When you consider the recommendation of Brilliant’s board of directors in favor of adoption of the Brilliant Business Combination Proposal and the other Brilliant Proposals, you should keep in mind that Brilliant’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

        If an initial business combination, such as the Business Combination, is not completed by November 23, 2023 (or up to December 23, 2023 if further extended), Brilliant will be required to dissolve and liquidate. In such event, the 1,150,000 founder shares currently held by Brilliant’s Initial Shareholders, which were acquired prior to Brilliant’s IPO will be worthless because such holders have agreed to waive their rights to any liquidation distributions. This waiver was made at the time that the founder shares were purchased for no additional consideration. The founder shares were purchased for an aggregate purchase price of $25,000, or less than $0.01 per share. Accordingly, holders of Initial Stockholders will receive a positive rate of return so long as the market price of the Common Stock is at least $0.01 per share, even if public shareholders experience a negative rate of return in the Combined Company. The founder shares had an aggregate market value of approximately $13,196,250 based on the closing price of Brilliant Ordinary Shares on the Nasdaq Stock Market as of November 10, 2023.

        Of the 1,150,000 founder shares, the Sponsor holds 986,001 founder shares and Brilliant’s directors hold an aggregate of 20,000 founder shares. Dr. Peng Jiang, Chief Executive Officer and Chief Financial Officer of Brilliant is also the Chief Executive Officer of the Sponsor. Based on the closing prices on Nasdaq as of November 10, 2023, the market value of the Sponsor’s Brilliant Ordinary Shares was $11,314,361 and the market value of the directors’ Brilliant Ordinary Shares was $229,500. As noted above, the Sponsor and the directors, along with the other initial shareholders of Brilliant, have agreed to waive their rights to redeem their Brilliant Ordinary Shares in connection with Brilliant’s initial business combination or to receive distributions with respect to any Brilliant Ordinary Shares upon the liquidation of the Trust

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Account if Brilliant is unable to consummate a business combination. Accordingly, if Brilliant does not consummate an initial business combination, and is forced to liquidate, the Sponsor and the directors will lose their entire investment.

        If an initial business combination, such as the Business Combination, is not completed by November 23, 2023, assuming Brilliant’s amended and restated articles of association are not further amended to extend Brilliant’s deadline to complete a business combination, the 261,000 Brilliant Private Units purchased by the Sponsor for a total purchase price of $2,610,000, will be worthless. The Brilliant Private Units were purchased at a price of $10.00 per Brilliant Unit, the same price paid by public shareholders in the IPO of $10.00 per Public Brilliant Unit. The Brilliant Units had an aggregate market value of approximately $3,066,750 based on the closing price of Brilliant Units on the Nasdaq Stock Market as of November 10, 2023.

        The Sponsor has loaned Brilliant an aggregate amount of $3,881,627 in connection with extensions of the time Brilliant has before it is required to liquidate. This amount will be converted into 388,163 shares of Brilliant Common Stock upon consummation of the Business Combination. Based on the closing price on Nasdaq as of November 10, 2023 of the Brilliant Ordinary Shares, the market value of these shares would be $4,454,170. Pursuant to the related promissory notes, the Sponsor will only be repaid from the proceeds of Brilliant’s initial business combination, or if no business combination is consummated, from funds held outside the trust account. As a result, if Brilliant does not consummate an initial business combination, the Sponsor is at risk of losing the entire amount, and no shares would be issued. None of the Sponsor or its affiliates, or the officers and directors of Brilliant are owed out-of-pocket expenses for which they are awaiting reimbursement.

        The Sponsor is anticipated to hold 11.2% of the Combined Company. Based on the closing price of Brilliant Ordinary Shares on November 10, 2023, the market value of the Sponsor’s interest in the Combined Company is $11,314,361.

        If the Trust Account is liquidated, including in the event Brilliant is unable to consummate the Business Combination or an initial business combination within the required time period, the Sponsor has agreed to indemnify Brilliant to ensure that the proceeds in the Trust Account are not reduced below $11.45 per Public Brilliant Ordinary Share, or such lesser amount per Public Brilliant Ordinary Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third-party vendors or service providers (other than our independent registered public accounting firm) for services rendered or products sold to us, but only if such target business, vendor or service provider has not executed a waiver of any and all of its rights to seek access to the Trust Account.

        The exercise of Brilliant’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.

        If the Business Combination is completed, Brian Ferrier will continue as a member of the Combined Company’s board of directors and will be entitled to receive compensation for serving on the Combined Company’s board of directors.

In light of the foregoing, the Sponsor and Brilliant’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Nukkleus rather than liquidate even if (i) Nukkleus is a less favorable company or (ii) the terms of the Business Combination are less favorable to shareholders. As a result, the Sponsor and Brilliant’s directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders.

Brilliant’s Board was aware of and considered these interests and facts, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to Brilliant’s shareholders that they approve the Business Combination. Except as disclosed above, there are no material interests in the Business Combination held by the Sponsor or Brilliant’s officers and directors, including fiduciary or contractual obligations to other entities as well as any interest in, or affiliation with, Nukkleus.

See “Brilliant Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

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Extensions of Time to Consummate Brilliant’s Initial Business Combination

Pursuant to Brilliant’s amended and restated memorandum and articles of association, it had 12 months from the closing of its initial public offering (or up to 21 months following three three-month extensions of the period of time to consummate a business combination) to consummate its initial business combination. On June 22, 2021, the Sponsor timely deposited $460,000 in the Trust Account, pursuant to the terms of the amended and restated memorandum and articles of association, and the trust agreement Brilliant entered into with Continental Stock Transfer & Trust Company, for Brilliant to extend the period of time to consummate its initial business combination by three months from June 23, 2021, until September 23, 2021. On September 20, 2021, the Sponsor timely deposited $460,000 in the Trust Account for it to extend the period of time to consummate its initial business combination by three months from September 23, 2021, until December 23, 2021. On December 20, 2021, the Sponsor timely deposited $460,000 in the Trust account for Brilliant to extend the period of time to consummate its initial business combination by a further three months from December 23, 2021, until March 23, 2022. On March 18, 2022, Brilliant’s shareholders approved an extension of the period of time Brilliant can consummate its initial business combination by a further four months, or until July 23, 2022. In connection with the extension, the Sponsor deposited $634,594 into the trust account, representing $0.16 per public Brilliant Ordinary Share that was not redeemed in connection with the shareholder vote to approve the extension. On July 13, 2022, Brilliant’s shareholders approved an extension of the period of time Brilliant can consummate its initial business combination by a further three months, or until October 23, 2022. In connection with the extension, the Sponsor deposited $353,000 into the trust account, representing $0.12 per public Brilliant Ordinary Share that was not redeemed in connection with the shareholder vote to approve the extension. On October 17, 2022, Brilliant’s shareholders approved an extension of the period of time Brilliant can consummate its initial business combination by up to a further three months, or until up to January 23, 2023, upon payment of $0.04 per public Brilliant Ordinary Share outstanding, or $22,600, in the Trust Account for each one month extension. In connection with the first monthly extension to November 23, 2022, Nukkleus deposited $26,000 into the Trust Account. The amended and restated articles of association provided that Brilliant must cease business operations and liquidate if an initial business combination was not consummated by November 23, 2022 (or up to January 23, 2023, if further extended pursuant to the terms of the Amended and Restated Articles of Association). On January 19, 2023, Brilliant’s shareholders approved an extension of the period of time it can consummate its initial business combination by up to a further three months, or until not later than April 23, 2023. In connection with the monthly extension to February 23, 2023, Nukkleus deposited $21,350 into the Trust Account to extend the timeline to February 23, 2023, on February 23, 2023, deposited $32,500into the Trust Account to extend to March 23, 2023, and on March 21, 2023, deposited $32,500 into the Trust Account to extend to April 23, 2023. On April 20, 2023, Brilliant’s shareholders approved an extension of the period of time it can consummate its initial business combination by up to a further three months, or until not later than July 23, 2023. In connection with the monthly extension to May 23, 2023, Nukkleus deposited $32,450 into the Trust Account, and in connection with the monthly extension to June 23, 2023, Nukkleus deposited $32,450 into the Trust Account. In connection with the monthly extension to July 23, 2023, the Sponsor deposited $32,450 into the Trust Account. On July 20, 2023, Brilliant’s shareholders approved an extension of the period of time it can consummate its initial business combination by up to a further five months, or until not later than December 23, 2023. In connection with the monthly extension to August 23, 2023, Nukkleus deposited $32,300 into the Trust Account. In connection with the monthly extension to September 23, 2023, Nukkleus deposited $16,000 into the Trust Account and the Sponsor deposited $16,300 into the Trust Account, in connection with the monthly extension to October 23, 2023, Nukkleus deposited $32,300 into the Trust Account, and in connection with the monthly extension to October 23, 2023, the Sponsor deposited $32,300 into the Trust Account.

On June 27, 2023, Brilliant received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless Brilliant timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), Brilliant’s securities (the Brilliant Units, Brilliant Ordinary Shares, Brilliant Warrants, and Brilliant Rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on July 7, 2023 due to Brilliant’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since Brilliant’s registration statement for its initial public offering became effective on June 23, 2020, it was required by this rule to complete its initial business combination by no later than June 23, 2023. Separately, on June 30, 2023, Brilliant received an additional notice from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless Brilliant timely requests a hearing before the Panel, Brilliant’s securities would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on July 11, 2023 due to Brilliant’s non-compliance with Nasdaq Listing Rule 5550(b)(2), which requires that a listed company maintain a minimum Market Value of Listed Securities (MVLS) of $35 million.

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On July 3, 2023, Brilliant timely requested a hearing before the Panel to request additional time to complete a business combination and to meet Nasdaq’s minimum MVLS requirement of $35 million. Because the request for a hearing was timely filed, the hearing request resulted in a stay of any suspension or delisting action pending the hearing. Brilliant’s management and representatives of Nukkleus together with their respective counsel participated in a hearing before the Panel on August 31, 2023. At the hearing, Brilliant requested a 180-day extension for it to complete the Business Combination and to meet Nasdaq’s minimum MVLS requirement of $35 million, which it intends to do by completing the Business Combination with Nukkleus. On September 18, 2023, Brilliant received notice from the Nasdaq Office of General Counsel that the Panel has granted Brilliant’s request for continued listing on Nasdaq until December 23, 2023. The Panel granted Brilliant’s request for continued listing on Nasdaq, subject to the following: (i) on or before November 27, 2023, Brilliant must advise the Panel on the status of the vote by shareholders of both Brilliant and Nukkleus regarding their planned Business Combination; and (ii) Brilliant’s completion of the Business Combination on or before December 23, 2023. Should Brilliant fail to meet any of these conditions, Brilliant’s securities may be delisted and that could limit investors’ ability to make transactions in its securities and subject Brilliant to additional trading restrictions.

PRC Regulatory Matters

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover, On January 4, 2022, thirteen PRC regulatory agencies, namely, the Cyberspace Administration of China (“CAC”), the NDRC, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of State Security, the Ministry of Finance, MOFCOM, China State Administration for Market Regulation (“SAMR”), the China Securities Regulatory Commission (“CSRC”), the People’s Bank of China, the National Radio and Television Administration, National Administration of State Secrets Protection Network Data Security (draft for public comments), and the National Cryptography Administration, jointly adopted and published the Measures for Cybersecurity Review (2021), which became effective on February 15, 2022. The Measures for Cybersecurity Review (2021) required that, among others, in addition to “operator of critical information infrastructure” any “operator of network platform” holding personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review.

On December 24, 2021, the China Securities Regulatory Commission, or the “CSRC”, published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comment) (the “Draft Provisions”), and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comment) (the “Draft Measures”, collectively with the Draft Provisions, the “Draft Rules”) for public comments. The Draft Rules lay out specific filing requirements for overseas listing and offering by PRC domestic companies and include unified regulation management and strengthening regulatory coordination.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which will take effect on March 31, 2023. The Trial Measures supersede the Draft Rules and clarified and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC; (3) a negative list of types of issuers banned from listing or offering overseas, such as (a) issuers whose listing or offering overseas have been

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recognized by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; (5) issuers’ filing and reporting obligations, such as obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer; and (6) the CSRC’s authority to fine both issuers and their shareholders between 1 and 10 million RMB for failure to comply with the Trial Measures, including failure to comply with filing obligations or committing fraud and misrepresentation.

Because Nukkleus is not based or located in or conducts its principal business operations in China, Brilliant believes it is not required to obtain pre-approval or permission from the PRC government authorities, including the CSRC or CAC, to consummate the Business Combination or to issue securities to existing Nukkleus investors outside of the PRC in connection with the Business Combination. However, as there are uncertainties with respect to the Chinese legal system and changes in laws, regulations and policies, including how those laws and regulations will be interpreted or implemented, there can be no assurance that the Business Combination will not be subject to such requirements, approvals or permissions in the future. See “Risk Factors — Risks Related to Brilliant and the Business Combination — The PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating in China.” Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder Brilliant’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. However, Brilliant does not believe that such risks would continue to apply towards the Combined Company because it will be headquartered in New Jersey without any operations in China.

Pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”), the United States Public Company Accounting Oversight Board (the “PCAOB”) issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol (“SOP”) with the China Securities Regulatory Commission (the “CSRC”) and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S. law. Pursuant to the SOP, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist as to whether the applicable parties, including governmental agencies, will fully comply with the framework.

Depending on the implementation of the SOP, if the PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in China, then China-based companies will be delisted pursuant to the HFCA Act despite the SOP. Therefore, there is no assurance that the SOP could give relief to China-based companies against the delisting risk from the application of the HFCAA or the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”).

Neither of Brilliant’s auditor nor Nukkleus’s auditor (which is also anticipated to be PubCo’s auditor subsequent to Closing) is subject to the determinations announced by the PCAOB on December 16, 2021. Both auditors are PCAOB-registered firms and subject to all respective inspections of PCAOB; thus, Brilliant does not expect the HFCAA and related regulations will affect Brilliant.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization,” with no goodwill or other intangible assets recorded, in accordance with GAAP. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the Combined Company represent the continuation of the financial statements of Nukkleus, with the Business Combination treated as the equivalent of Nukkleus issuing stock for the net assets of Brilliant, accompanied by a recapitalization.

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Under this method of accounting, Brilliant will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Nukkleus will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Brilliant (i.e. a capital transaction involving the issuance of stock by Nukkleus for the stock of Brilliant). Accordingly, the consolidated assets, liabilities and results of operations of Brilliant will become the historical financial statements of the Combined Company, and Nukkleus’s assets, liabilities and results of operations will be consolidated with Brilliant’s beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Nukkleus in future reports. The net assets of Brilliant will be recognized at carrying value, with no goodwill or other intangible assets recorded.

Summary of Material United States Federal Income Tax Considerations

For a description of certain U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of Brilliant Ordinary Shares and the ownership and disposition of Nukkleus Common Stock, please see the information set forth in “Material U.S. Federal Income Tax Considerations” beginning on page 149.

Recommendations of Nukkleus’s Board of Directors and Reasons for the Business Combination

After careful consideration of the terms and conditions of the Merger Agreement, Nukkleus’s board of directors has determined that Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Nukkleus and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the board reviewed certain current and historical financial information for Brilliant, as well as the projected financial information of Brilliant described elsewhere in this joint proxy statement/prospectus. The Board did not obtain a fairness opinion on which to base its assessment. The Board recommends that Nukkleus’s stockholders vote:

        FOR the Nukkleus Business Combination Proposal; and

        FOR the Nukkleus Adjournment Proposal.

Recommendations of Brilliant’s Board of Directors and Reasons for the Business Combination

After careful consideration of the terms and conditions of the Merger Agreement, Brilliant’s board of directors has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Brilliant and its shareholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the board reviewed and evaluated various industry and financial data, materials provided by Nukkleus and the fairness opinion provided by Benchmark attached hereto as Annex B. The board recommends that Brilliant shareholders vote:

        FOR the Brilliant Business Combination Proposal; and

        FOR the Brilliant Domestication Proposal.

        FOR the Brilliant Charter Amendment Proposal.

        FOR the Brilliant Advisory Proposals.

        FOR the Brilliant Incentive Plan Proposal.

        FOR the Brilliant Nasdaq Proposal.

        FOR the Brilliant Adjournment Proposal.

Opinion of The Benchmark Company, LLC

Brilliant’s board of directors retained The Benchmark Company, LLC (“Benchmark”), to act as a financial advisor to the board in connection with the Business Combination to render to the board an opinion as to the fairness to Brilliant’s shareholders, from a financial point of view, of the consideration to be paid in the Business Combination. On April 6, 2022, Benchmark delivered a written opinion and final supporting analysis presentation to the effect that, as of that date and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid in the Business Combination pursuant to the Merger Agreement is fair to Brilliant’s shareholders from a financial point of view.

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The full text of the written opinion, dated April 6, 2022, of Benchmark, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. Although the fairness opinion was issued prior to the amendment and restatement of the Merger Agreement, Brilliant’s board of directors determined not to request Benchmark to update its fairness opinion given the Brilliant board’s consideration that the valuation analysis and the conclusion expressed in Benchmark’s fairness opinion would not be impacted by the amendment and restatement of the Merger Agreement and the corresponding change in the business combination structure.

See “Brilliant Proposal 1 — The Business Combination Proposal — Opinion of Brilliant’s Financial Advisor” on page 125 of this joint proxy statement/prospectus for more information.

Summary Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Nukkleus Special Meeting and the Brilliant Meeting, as applicable, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 37 of this joint proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “Nukkleus” generally refer to Nukkleus in the present tense or the Combined Company from and after the Business Combination.

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing Nukkleus’s, Brilliant’s and/or the Combined Company’s business.

Risks Related to Nukkleus’s Business and the Business Combination

        Nukkleus has a limited operating history in an evolving and highly volatile industry, which makes it difficult to evaluate future prospects and may increase the risk that Nukkleus will not be successful.

        Nukkleus has experienced rapid growth recently through a series of acquisitions, and if Nukkleus does not effectively manage its growth and the associated demands on operational, risk management, sales and marketing, technology, compliance, and finance and accounting resources, Nukkleus’s business may be adversely impacted.

        Nukkleus’s growth may not be sustainable and depends on Nukkleus’s ability to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and revenue from both new and existing customers.

        Nukkleus faces intense and increasing competition and, if Nukkleus does not compete effectively, its competitive positioning and our operating results will be harmed.

        Nukkleus’s operating results from FXDD may fluctuate due to market forces out of Nukkleus’s control that impact demand to conduct foreign exchange transfers.

        Cyberattacks and security breaches of Nukkleus’s systems, or those impacting customers or third parties, could adversely impact Nukkleus’s brand and reputation and its business, operating results and financial condition.

        Any significant disruption in Nukkleus’s technology could adversely impact Nukkleus’s brand and reputation and its business, operating results, and financial condition.

        Certain large customers provide a significant share of Nukkleus’s revenue and the termination of such agreements or reduction in business with such customers could harm our business. If Nukkleus were to lose or was unable to renew these and other client contracts at favorable terms, or if an exchange, digital asset platform or banking partners were to terminate affiliation with Nukkleus, Nukkleus’s results of operations and financial condition may be adversely affected.

        Concerns about the environmental impacts of blockchain technology could adversely impact usage and perceptions of Nukkleus’s technology and product offerings.

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        There is no assurance that Nukkleus will maintain profitability or that its revenue and business models will be successful.

        Nukkleus might require additional capital to support business growth, and this capital might not be available or may require shareholder approval to obtain.

        The future development and growth of Nukkleus’s technology and product offerings are subject to a variety of factors that are difficult to predict and evaluate and may be in the hands of third parties to a substantial extent. If Nukkleus’s product offering does not grow as expected, its business, operating results, and financial condition could be adversely affected.

        Due to unfamiliarity and some negative publicity associated with blockchain technology, Nukkleus’s customer base may lose confidence in products and services that use blockchain technology.

        Nukkleus’s Platforms are an innovative product that is difficult to analyze vis-à-vis existing financial services laws and regulations around the world. The product involves certain risks, including reliance on third parties, which could limit or restrict Nukkleus’s ability to offer the product in certain jurisdictions.

        Nukkleus is subject to an extensive and highly-evolving regulatory landscape, and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect Nukkleus’s brand, reputation, business, operating results, and financial condition.

        Nukkleus’s intellectual property rights are valuable, and any inability to protect them could adversely impact Nukkleus’s business, operating results, and financial condition.

        The transaction throughput performance on existing and potentially future public blockchains remains as yet unproven for high-volume payments use cases involving large scale merchant acceptance or retail transactions. This may pose performance, operational and technological risks hindering adoption of Nukkleus’s products as internet-native payment instruments.

        When you consider the Nukkleus Board’s recommendation of these proposals, you should keep in mind that Nukkleus’ directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of Nukkleus’ shareholders generally.

Risks Related to Brilliant’s Business and the Business Combination

        Brilliant will be forced to liquidate the Trust Account if it cannot consummate a business combination by not later than November 23, 2023 (or up to December 23, 2023 if further extended). In the event of a liquidation, Brilliant’s public shareholders will receive $11.45 per Brilliant Ordinary Share and the Brilliant Rights and Brilliant Warrants will expire worthless.

        You must tender your public Brilliant Ordinary Share in order to validly seek redemption at the Brilliant Meeting.

        If third parties bring claims against Brilliant, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by Brilliant’s public shareholders may be less than $11.45.

        Any distributions received by Brilliant’s shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Brilliant was unable to pay its debts as they fell due in the ordinary course of business.

        If Brilliant’s due diligence investigation of Nukkleus was inadequate, then shareholders following the Business Combination could lose some or all of their investment.

        Brilliant’s location of its executive offices in China poses risks to investors who hold shares in Brilliant. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder Brilliant’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

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        China’s economic, political and social conditions, as well as sudden or unexpected changes in any government policies, laws and regulations, could have a material adverse effect on the Business Combination. For example, if Brilliant is required by any new regulation to obtain prior approval to close the Business Combination, the Business Combination progress could be significantly delayed, and Brilliant cannot guarantee you that it will eventually be able to obtain such approval. Brilliant believes such risks will be remote following the Business Combination, as Brilliant will then be headquartered in New Jersey without any operations or executive officers or directors in mainland China.

Risks Related to the Combined Company’s Common Stock

        The market price of the Combined Company’s common stock is likely to be highly volatile, and you may lose some or all of your investment.

        Volatility in the Combined Company’s share price could subject the Combined Company to securities class action litigation.

        Shares of Brilliant Common Stock may be delisted from the Nasdaq Capital Market, or Brilliant’s application to list its securities on the Nasdaq Capital Market may be unsuccessful, which could limit investors’ ability to make transactions in Brilliant Common Stock and subject Brilliant to trading restrictions.

Risks Related to the Combined Company’s Common Stock

        The PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating in China.

        China’s economic, political and social conditions, as well as sudden or unexpected changes in any government policies, laws and regulations, could have a material adverse effect on the Business Combination.

        The Chinese government has indicated its intent to intervene in or influence a PRC company’s business operations at any time or to exert more oversight and control over offerings conducted overseas and foreign investment in China-based issuers.

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SELECTED HISTORICAL FINANCIAL DATA OF NUKKLEUS

Nukkleus’s statement of operations data for the nine months ended June 30, 2023 and 2022, are derived from Nukkleus’s unaudited financial statements included elsewhere in this registration statement. Nukkleus’s balance sheet data as of June 30, 2023, and September 30, 2022, are derived from Nukkleus’s financial statements included elsewhere in this registration statement.

The historical results of Nukkleus included below and elsewhere in this joint proxy statement/prospectus are not necessarily indicative of the future performance of Nukkleus. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nukkleus” and the financial statements and the related notes appearing elsewhere in this joint proxy statement/prospectus.

 

Nine Months
Ended
June 30,
2023

 

Nine Months
Ended
June 30,
2022

Revenues

 

$

16,222,388

 

 

15,370,224

 

Loss from operations

 

 

(3,155,660

)

 

(5,451,836

)

Net loss

 

 

(3,149,315

)

 

(5,857,740

)

Basic and diluted net loss per common share

 

 

(0.01

)

 

(0.02

)

Weighted average common shares outstanding – basic and diluted

 

 

367,175,886

 

 

352,412,872

 

Balance Sheet Data:

 

As of
June 30,
2023

 

As of
September 30,
2022

Working capital deficit

 

(4,955,109

)

 

(3,786,525

)

Total assets

 

15,346,878

 

 

18,364,904

 

Total liabilities

 

7,360,966

 

 

7,474,324

 

Stockholders’ equity

 

7,985,912

 

 

10,890,580

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BRILLIANT

Brilliant’s balance sheet data as of December 31, 2022, is derived from Brilliant’s audited financial statements included elsewhere in this joint proxy statement/prospectus. Brilliant’s statement of operations data for the six months ended June 30, 2023 and 2022, and balance sheet data as of June 30, 2023, are derived from Brilliant’s unaudited financial statements included elsewhere in this joint proxy statement/prospectus.

The historical results of Brilliant included below and elsewhere in this joint proxy statement/prospectus are not necessarily indicative of the future performance of Brilliant. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Brilliant” and the financial statements and the related notes appearing elsewhere in this joint proxy statement/prospectus.

 

Six Months
Ended

June 30,
2023

 

Six Months
Ended

June 30,
2022

Loss from operations

 

$

(343,326

)

 

$

(613,861

)

Change in fair value of derivative warrant liabilities

 

 

460

 

 

 

61,383

 

Interest Income

 

 

 

 

 

56,652

 

Net loss

 

 

(342,866

)

 

 

(495,826

)

Weighted average shares outstanding, basic and diluted

 

 

1,932,251

 

 

 

5,755,372

 

Basic and diluted net loss per ordinary share

 

$

(0.18

)

 

 

(0.09

)

Balance Sheet Data:

 

As of
June 30,
2023

 

As of
December 31,
2022

Current assets – cash

 

$

4,597,048

 

 

$

6,110,807

 

Total assets

 

 

4,597,048

 

 

 

6,111,545

 

Total liabilities

 

 

4,514,030

 

 

 

3,976,493

 

Ordinary shares subject to possible redemption, 405,733 and 564,936
shares as of June 30, 2023 and December 31, 2022, respectively

 

 

4,529,548

 

 

 

6,055,016

 

Accumulated deficit

 

 

(8,326,818

)

 

 

(7,800,252

)

Total Shareholders’ Deficit

 

 

(4,446,530

)

 

 

(3,919,964

)

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TRADING MARKET AND DIVIDENDS

Nukkleus

Holders of Nukkleus Common Stock

As of the record date for the Nukkleus Special Meeting, there were 59 holders of record of Nukkleus Common Stock, and 57 non-objecting beneficial holders. A symbol was assigned for our securities so that our securities may be quoted for trading on the OTC Pink Sheets under symbol “NUKK”. The closing price of Nukkleus Common Stock on the record date, as quoted on the OTC Pink Sheets, was $0.11. There can be no assurance that a liquid market for our securities will ever develop. Transfer of Nukkleus Common Stock may also be restricted under the securities or blue-sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the Common Stock for an indefinite period of time.

Dividend Policy of Nukkleus

Nukkleus has not paid a cash dividend on Nukkleus Common Stock to date, and we do not intend to pay cash dividends in the foreseeable future. Nukkleus’s ability to pay dividends will depend on its ability to successfully develop one or more properties and generate revenue from operations. Notwithstanding, Nukkleus is likely to elect to retain any earnings, if any, to finance its growth. Future dividends may also be limited by bank loan agreements or other financing instruments that we may enter into in the future. The declaration and payment of dividends will be at the discretion of our Board of Directors.

Brilliant

Units, Ordinary Shares, Rights, and Warrants

The Brilliant Units, Brilliant Ordinary Shares, Brilliant Rights, and Brilliant Warrants are each quoted on the Nasdaq Stock Market, under the symbols “BRLIU,” “BRLI,” “BRLIR,” and “BRLIW,” respectively. Each Brilliant Units consists of one Brilliant Ordinary Share, one Brilliant Right to receive one-tenth of one Brilliant Ordinary Share upon the consummation of Brilliant’s initial business combination, and one Brilliant Warrant to purchase one-half of one Brilliant Ordinary Share. Each whole Brilliant Warrant entitles the holder thereof to purchase one Brilliant Ordinary Share at a price of $11.50 per share. The Brilliant Units, Brilliant Ordinary Shares, Brilliant Rights, and Brilliant Warrants commenced trading on the Nasdaq Stock Market separately on or about July 22, 2020.

Brilliant’s Dividend Policy

Brilliant has not paid any cash dividends on Brilliant Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon Brilliant’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. Further, if we incur any indebtedness, Brilliant’s ability to declare dividends may be limited by restrictive covenants Brilliant may agree to in connection therewith. The payment of any dividends subsequent to a business combination will be within the discretion of the Combined Company’s board of directors. It is the present intention of Brilliant’s board of directors to retain all earnings, if any, for use in its business operations and, accordingly, the board does not anticipate declaring any dividends in the foreseeable future.

Combined Company

Dividend Policy

Following completion of the Business Combination, the Combined Company’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that the Combined Company retain its earnings for use in business operations and accordingly, we do not anticipate Combined Company’s board of directors declaring any dividends in the foreseeable future.

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this joint proxy statement/prospectus, before making any decision on the Business Combination and/or the other proposals on which you are being asked to vote your shares of Nukkleus Common Stock and/or Brilliant Ordinary Shares, as applicable. Risks related to Nukkleus, including risks related to Nukkleus’s business, financial condition and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.

Risks Related to Nukkleus’s Business and the Business Combination

Interests of Certain Persons in the Business Combination

Certain of Nukkleus’ executive officers and certain non-employee directors have interests in the Business Combination that are different from, or in addition to, the interest of Nukkleus stockholders generally. These interests include the continued service of certain directors of Nukkleus as directors of the combined company and the indemnification of former Nukkleus directors and officers by the combined company. In addition, certain of Nukkleus’ current executive officers and directors have financial interests in the Business Combination that are different from, or in addition to, the interests of Nukkleus’ stockholders. With respect to Nukkleus’s executive officers and directors, these interests include, among other things:

        Craig Marshak, a member of the Board of Directors of Nukkleus at the time Nukkleus’s board approved the Business Combination, is a managing director of ClearThink, a transaction advisory firm. ClearThink has been engaged by Nukkleus to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise Nukkleus with respect to the Business Combination. To date, Nukkleus has paid ClearThink $140,000. The November 22, 2021, agreement between the parties required that Nukkleus pay ClearThink 1.2% of the total transaction value upon closing of the Business Combination, plus reimbursable expenses, less the $140,000 paid to ClearThink to date. However, on October 24, 2023, the parties subsequently agreed that ClearThink would resign as Nukkleus’s advisor and that Nukkleus would only be obligated to pay ClearThink $70,000 upon closing of the Business Combination to settle all amounts owed for services rendered.

        Nukkleus retained PK Asset Management, an entity of which Jamie Khurshid, a member of the Board of Directors of Nukkleus, is a managing director and equity holder, to provide interim chief financial officer services between September 2021 and July 2022, and in August 2022 hired Tony Porcheron, a managing director and equity holder of PK Asset Management from May 2021 to February 2023, as interim chief financial officer of Nukkleus and chief financial officer of Digital RFQ pursuant to a verbal agreement.

        Nukkleus has engaged First Sovereign, a registered broker-dealer, to serve as a placement agent in connection with a possible PIPE financing transaction being offered in connection with the closing of the Business Combination. Certain individuals associated with ClearThink other than Mr. Marshak provide transactional support and other services to First Sovereign. In exchange for such private placement services, Nukkleus agreed to pay to First Sovereign (a) upon the closing of any such transaction, a cash fee equal to (i) 7.5% of the aggregate gross proceeds raised in such transaction through the sale of equity or equity-linked securities, or (ii) 5.0% of the aggregate gross proceeds raised through the sale of securities without any equity or equity-linked component, and (b) warrants to purchase 7.5% of the amount of equity or equity-linked securities issued in such transaction. Such warrants shall be exercisable at the effective price per share in such transaction, shall have an expiration date of five years from the closing of the transaction and shall include both cash and net issuance (cashless) exercise provisions. While Mr. Marshak is not associated with First Sovereign, it is possible that he will receive some intangible or financial benefit from the compensation paid by Nukkleus to First Sovereign as a result of any payment to ClearThink for services rendered.

We have a limited operating history in an evolving and highly volatile industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

Nukkleus was formed in 2013 and since then our business model has continued to evolve. In 2021, we acquired a controlling interest in Match. In 2019, our Digital RFQ indirect subsidiary, and wholly owned subsidiary of Match, began to operate a payment processing business partly using blockchain technology. The comparability of

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our results in prior quarterly or annual periods should not be viewed as an indication of future performance. The “blockchain technology” used by Digital RFQ in its payment processing business and referred to throughout this proxy statement/prospectus is intended to refer to stablecoins operated on the Bitcoin, Ethereum and Tron networks, or such other blockchain networks as Digital RFQ may determine to be reliable and well established in the financial services industry, at an advanced stage and fully tested and collaterialized based on certain criteria summarized below. The blockchain networks used by Digital RFQ in its payment processing business are maintained and operated by third parties. For a discussion of the risk associated with Digital RFQ’s use of third-party networks, please refer to the section titled “We rely on connectivity with blockchain networks…” on page 51.

Because Digital RFQ makes use of blockchain technology only to process payments and does not hold digital assets, the criteria for the adoption and use of any blockchain network may differ from those of investors in stablecoins. Digital RFQ evaluates each blockchain and/or stablecoin on a daily and transaction-by-transaction basis, to minimize any risk associated with the blockchain or stablecoin and to ensure that Digital RFQ can reliably complete the transaction in and out of the stablecoin quickly to minimize such risk. Digital RFQ determines that a blockchain or stablecoin is suitable for use in its payment processing services by assessing the following criteria:

        First, how widely supported is the blockchain stablecoin combination by Digital RFQ’s trading partners, including the banks and financial institutions Digital RFQ uses to support its business. Having sufficient trading partners that support the blockchain or stablecoin means there may be multiple choices of blockchain to use for any given trade.

        Second, whether there is sufficient liquidity in those partners’ holdings of the stablecoin to ensure Digital RFQ is able to trade in or out without exposure to volatility and price risk.

To determine whether any blockchain technology meets Digital RFQ’s requirements and is a suitable candidate for use in Digital RFQ’s payment processing business, we assess the following criteria. We monitor these criteria for each blockchain or stablecoin we use regularly on an ongoing basis:

        Market share.    Digital RFQ assesses a blockchain or stablecoin’s share of the stablecoin market as a whole and market capitalization from publicly available information. Some stablecoins have been in existence longer than others and may have a larger market share and market capitalization. These factors also have an influence on the market perception of such stablecoins. For example, USDT ‘Tether’ is the most prominent stablecoin measured by market capitalization but has faced auditing issues, while newer products such as GBPT have had professional Big Four auditors from inception but do not have material market share to date and thus would not be perceived or assessed as at an advanced stage or well established.

        Auditing and Collateralization.    Auditing is paramount to the security and stability of stablecoins and for this reason Digital RFQ will only work with firms that adhere to full collateralization that is independently verified by an outside auditor. Digital RFQ believes that collateralization is key in maturing stablecoins. For example, the UST Terra Luna ‘collapse’ showed that algorithmically-backed stability creates vulnerability to counterparty mismanagement and influence, driven by the difficulty and lack of auditing and intrinsic connection to the Terra network itself. In contrast, collateralized stablecoins such as USDT and USDC are fully backed by reserve fiat currency holdings and can be redeemed by holders for such fiat currency. Digital RFQ also views traditional markets, while much more established, as not completely free of risk since they rely substantially on fractional reserve banking to maintain the market.

        Counterparty Risk.    Digital RFQ assesses counterparty risk in its stablecoin and blockchain selection in the issuer of the stablecoin and its governance and in the banks and financial institutions it uses to source liquidity. Digital RFQ assesses the degree of governance decentralization that may give direct control over funds (as backing, for example) or attack vectors to the governance architecture that could expose control over funds, and determines the degree of counterparty risk from the level of centralization. To assess the degree of centralization, Digital RFQ examines the number of parties controlling the blockchain protocol, the number of holders and the level of founder backing (demonstrated by founders holding a significant amount of the stablecoin). Digital RFQ is able to remain operationally stable throughout any given payment processing transaction due primarily to a robust counterparty infrastructure and minimal exposure to these ‘transit’ legs of the transaction (for more information on the third parties involved in Digital RFQ’s payment processing business, please refer to the section titled “We rely on connectivity to blockchain networks for our Platforms”.

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        Smart Contract Risk.    Smart contract risk relates to the technical security of a blockchain or stablecoin based on its underlying code. If one of the supported stablecoins or cryptocurrencies is compromised, collateral will be affected, thus threatening the solvency of the blockchain protocol. Projects must have undergone audits to be considered. We assess maturity based on the number of days and the number of transactions of the smart contract as a representation of use, community and development. These proxies show how strong the code is.

However, because Digital RFQ makes use of blockchain technology only to process payments, and does not hold digital assets, we are able to constantly monitor the status of any blockchain network or stablecoin before, during and after a payment is processed, and determine which of the available blockchain networks is suitable for a particular transaction. We therefore do not believe we are exposed to material risks associated with holding stablecoins or other digital assets. Furthermore, we do not use stablecoins of an algorithmic nature, and in the event that we determine any particular stablecoin presents a threat or risk to the security of our business, customers or the transactions we process, we promptly move to another stablecoin network. We do not accept payment in digital assets and do not hold digital assets for investment or offer digital wallet services.

Because we have a limited history operating our business at its current scale and scope, it is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. For example, recently launched services require substantial resources and there is no guarantee that such expenditures will result in profit or growth of our business. The rapidly evolving nature of the market in which we operate, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue. Failure to manage our current and future growth effectively could have an adverse effect on our business, operating results, and financial condition.

If we do not effectively manage our growth and the associated demands on our operational, risk management, sales and marketing, technology, compliance and finance and accounting resources, our business may be adversely impacted.

We have experienced recent significant growth through our acquisition of Match. In our recent acquisitions, including our acquisition of Match, our business has become increasingly complex by expanding the services we offer to include financial services and payment processing services. To effectively manage and capitalize on our growth, we must continue to expand our information technology and financial, operating, and administrative systems and controls, and continue to manage headcount, capital, and processes efficiently. Our continued growth could strain our existing resources, and we could experience ongoing operating difficulties in managing our business as it expands across numerous jurisdictions, including difficulties in hiring, training, and managing an employee base. Failure to scale and preserve our company culture with growth could harm our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives. If we do not adapt to meet these evolving challenges, or if our management team does not effectively scale with our growth, we may experience erosion to our brand, the quality of our products and services may suffer, and our company culture may be harmed. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely, and reliable reports on our financial and operating results, including the financial statements provided herein, and could impact the effectiveness of our internal controls over financial reporting. In addition, our systems and processes may not prevent or detect all errors, omissions, or fraud, though we have experienced no such material errors, omissions or fraud in the past. For example, our employees may fail to identify transaction errors or fraudulent information provided by our customers. Any of the foregoing operational failures could lead to noncompliance with laws, loss of operating licenses or other authorizations, or loss of bank relationships that could substantially impair or even suspend company operations.

We intend to continue to develop our technology, in particular our blockchain-enabled payment processing offering. Successful implementation of this strategy may require significant expenditures before any substantial associated revenue is generated and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Our growth may not be sustainable and depends on our ability to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and revenue from both new and existing customers.

The future growth of our business depends on its ability to retain existing customers, attract new customers as well as getting existing customers and new customers to increase the volumes processed through our payments platform and therefore grow revenue. Our customers are not subject to any minimum volume commitments and they have no obligation to continue to use our services, and we cannot be sure that customers will continue to use our services or that we will be able to continue to attract new volumes at the same rate as we have in the past.

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A customer’s use of our services may decrease for a variety of reasons, including the customer’s level of satisfaction with our products and services, the expansion of business to offer new products and services, the effectiveness of our support services, the pricing of our products and services, the pricing, range and quality of competing products or services, the effects of global economic conditions, regulatory or financial institution limitations, trust, perception and interest in foreign exchange and payment processing services and in our products and services, or reductions in the customer’s payment and transfer activity. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching service providers, especially for larger customers who commonly engage more than one payment service provider at any one time.

Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could materially and adversely affect our business, financial condition, results of operations and prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of our processes, and other investments and innovations.

We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.

We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend on, among other things:

        the growth of our customer base,

        our ability to monetize our customer base,

        our ability to acquire customers at a lower cost, and

        our ability to increase the overall value to us of each of our customers while they use our products and services.

Despite the regulatory barriers to enter the markets we serve, we expect our competition to continue to increase. In addition to established enterprises, we may also face competition from early-stage companies attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have longer operating histories, particularly with respect to our digital financial services products, significantly greater financial, technical, marketing and other resources, and a larger customer base than we do. This allows them, among others, to potentially offer more competitive pricing or other terms or features, a broader range of digital financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in customer preferences.

Our existing or future competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. This could attract new customers away from our services and reduce our market share in the future. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our market share and/or ability to capitalize on new market opportunities.

We currently compete at multiple levels with a variety of competitors, including:

        payment platforms;

        banks and non-bank financial institutions (including without limitation those using the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system); and

        foreign exchange and derivative, including contract for difference (“CFD”), transfer processors.

Because we do not currently control a bank or a bank holding company, we may be subject to regulation by a variety of state, federal and international regulators across our products and services and we rely on third-party banks to provide payment-processing services to our customers. This regulation by federal, state and international authorities increases our compliance costs, as we navigate multiple regimes with different examination schedules and processes and varying disclosure requirements.

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We believe that our ability to compete depends upon many factors, both within and beyond our control, including the following:

        the size, diversity and activity levels of our customer base;

        the timing and market acceptance of products and services, including developments and enhancements to those products and services offered by us and our competitors;

        customer service and support efforts;

        selling and marketing efforts;

        the ease of use, performance, price and reliability of solutions developed either by us or our competitors;

        changes in economic conditions, regulatory and policy developments;

        our ability to successfully execute on our business plans;

        our ability to enter new markets;

        general digital payments, capital markets, blockchain and stablecoin market conditions;

        the ongoing impact of the COVID-19 pandemic; and

        our brand strength relative to our competitors.

Our current and future business prospects demand that we act to meet these competitive challenges but, in doing so, our revenue and results of operations could be adversely affected if we, for example, increase marketing expenditures or make other expenditures. All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects.

Cyberattacks and security breaches of our systems, or those impacting our customers or third parties, could adversely impact our brand and reputation and our business, operating results and financial condition.

Our business involves the collection, storage, processing and transmission of confidential information, customer, employee, service provider and other personal data, as well as information required to access customer assets. We have built our reputation on the premise that our products and services offer customers a secure way to accept and make payments and store value. As a result, any actual or perceived security breach of us or our third-party partners may:

        harm our reputation and brand;

        result in our systems or services being unavailable and interrupt our operations;

        result in improper disclosure of data and violations of applicable privacy and other laws;

        result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory and financial exposure;

        cause us to incur significant remediation costs;

        lead to theft or irretrievable loss of our or our customers’ assets;

        reduce customer confidence in, or decreased use of, our products and services;

        divert the attention of management from the operation of our business;

        result in significant compensation or contractual penalties from us to our customers or third parties as a result of losses to them or claims by them; and

        adversely affect our business and operating results.

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Further, any actual or perceived breach or cybersecurity attack directed at other financial institutions or blockchain companies, whether or not we are directly impacted, could lead to a general loss of customer confidence in the use of technology to conduct financial transactions, which could negatively impact us including the market perception of the effectiveness of our security measures and technology infrastructure.

An increasing number of organizations, including large businesses, technology companies and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile applications, and infrastructure. Attacks upon systems across a variety of industries, including the payment processing, forex and CFD industry, are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able to implement adequate preventative measures.

Although we do not have a past history of material security breaches or cyberattacks, and do not believe we are a target of such breaches or attacks, we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks. We expect to continue to expend significant resources to bolster these protections, but there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result, our costs and the resources we devote to protecting against these advanced threats and their consequences may increase over time.

Although we maintain insurance coverage that we believe is adequate for our business, it may be insufficient to protect us against all losses and costs stemming from security breaches, cyberattacks, and other types of unlawful activity, or any resulting disruptions from such events. Outages and disruptions of our systems, including any caused by cyberattacks, may harm our reputation and our business, operating results, and financial condition.

We may incur significant liability as a result of ongoing disputes.

We were party to the BT Prime Litigation, and the case against us has now been dismissed with prejudice with no material liability to us.

We may be subject to various other legal proceedings, consumer arbitrations, and regulatory investigation matters as further described in “Information About Nukkleus — Legal Proceedings”. If any of these matters are resolved unfavorably to us, our business and results of operations may be adversely affected.

Any significant disruption in our technology could adversely impact our brand and reputation and our business, operating results, and financial condition.

Our reputation and ability to grow our business depends on our ability to operate our service at high levels of reliability, scalability, and performance, including the ability to process and monitor, on a daily basis, a large number of transactions that occur at high volume and frequencies across multiple systems. The proper functioning of our products and services, the ability of our customers to make and receive payments, and our ability to operate at a high level, are dependent on our ability to access the blockchain networks underlying our Platforms and other supported blockchain-based products and technology, for which access is dependent on our systems’ ability to access the internet. Further, the successful and continued operations of such blockchain networks will depend on a network of computers, miners, or validators, and their continued operations, all of which may be impacted by service interruptions.

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Our systems, the systems of our third-party service providers and partners, and certain blockchain networks, have experienced from time to time and may experience in the future service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. In addition, extraordinary site usage could cause our computer systems to operate at an unacceptably slow speed or even fail. Some of our systems, including systems of companies we have acquired, or the systems of our third-party service providers and partners are not fully redundant, and our or their disaster recovery planning may not be sufficient for all possible outcomes or events.

If any of our systems, or those of our third-party service providers, are disrupted for any reason, our products and services may fail, resulting in unanticipated disruptions, slower response times and delays in our services, including our customers’ payments through our Platforms. This could lead to failed or unauthorized payments, incomplete or inaccurate accounting, loss of customer information, increased demand on limited customer support resources, customer claims, and complaints with regulatory organizations, lawsuits, or enforcement actions.

A prolonged interruption in the availability or reduction in the availability, speed, or functionality of our products and services could harm our business. Frequent or persistent interruptions in our services could cause current or potential customers or partners to believe that our systems are unreliable, leading them to switch to our competitors or to avoid or reduce the use of our products and services, and could permanently harm our reputation and brands.

Moreover, to the extent that any system failure or similar event results in damages to our customers or their business partners, these customers or partners could seek significant compensation or contractual penalties from us for their losses, and those claims, even if unsuccessful, are likely to be time-consuming and costly for us to address. Problems with the reliability or security of our systems would harm our reputation, and damage to our reputation and the cost of remedying these problems could negatively affect our business, operating results, and financial condition.

In addition, we are continually improving and upgrading our information systems and technologies. Implementation of new systems and technologies is complex, expensive, time-consuming, and may not be successful. If we fail to timely and successfully implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies, or if such systems and technologies do not operate as intended, it could have an adverse impact on our business, internal controls (including internal controls over financial reporting), operating results, and financial condition.

Because we are subject to regulation in certain jurisdictions, frequent or persistent interruptions could also lead to regulatory scrutiny, significant fines and penalties, and mandatory and costly changes to our business practices, and ultimately could cause us to lose existing licenses or banking relationships that we need to operate, or prevent or delay us from obtaining additional licenses that may be required for our business.

We rely on third parties in critical aspects of our business, which creates additional risk. Our ability to offer our services depends on relationships with other financial services institutions and entities, and our inability to maintain existing relationships or to enter into new such relationships could impact our ability to offer services to customers.

We depend on various third-party partners and payment systems. More specifically, our offering of payments and transfer services depends on our ability to offer blockchain transaction processing, Automated Clearing House network (“ACH”) transaction processing, wire transfer and other payment processing services to our customers.
In order to provide such transaction processing services, we have established relationships with financial institutions whereby such financial institutions provide us with access into the relevant payment networks (e.g., the card networks and the ACH). Our ability to offer our core services depends on our ability to maintain existing relationships with financial institutions and to seek out and obtain new such relationships.

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Also, critical aspects of our technology rely on third-party technologies, including blockchain networks. Our regulatory status, the status of our Platforms and of blockchain technologies more generally, may be an impediment to our ability to receive or obtain services from financial institutions. Should our partners cease providing access to such technologies and networks, we would be at risk of being unable to provide the payment processing services that are core to our customer offering.

Third parties upon which we rely to process transactions may refuse to process transactions adequately, may breach their agreements with us, refuse to renew agreements on commercially reasonable terms, take actions that degrade the functionality of our services, impose additional costs or requirements on us, or give preferential treatment to competitive services or suffer outages in their systems, any of which could disrupt our operations and materially and adversely affect our business, financial condition, results of operations and prospects.

Some third parties that provide services to us may have or gain market power and be able to increase their prices to us without competitive constraint. In addition, there can be no assurance that third parties that provide services directly to us will continue to do so on acceptable terms, or at all, or will not suffer from outages to their systems. If any third parties were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other third parties in a timely and efficient manner and on acceptable terms, or at all, which may materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to credit risks in respect of counterparties, including financial institutions.

We are and will continue to be subject to the risk of actual or perceived deterioration of the commercial and financial soundness, or perceived soundness, of other financial institutions, in particular in relation to receivables from financial institutions regarding settled payment transactions, and cash and cash-equivalents held at financial institutions. One institution defaulting, failing a stress test or requiring mail-in by its shareholders and/or creditors and/or bail-out by a government could lead to significant liquidity problems and losses or defaults by other institutions. Even the perceived lack of creditworthiness of, or questions about, a counterparty or major financial institution may lead to market-wide liquidity problems and losses or defaults by financial institutions on which we have an exposure. This risk resulting from the interdependence on financial institutions is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as industry payment systems and banks, with whom we interact on a daily basis. Systemic risk, particularly within the United States, could have a material adverse effect on our ability to raise new funding and on our business, financial condition, results of operations and prospects.

Our banking relationships for transaction processing are concentrated in a small number of partners.

We use a small number of banks and financial institutions as banking services providers. Should our relationships with such banks and financial institutions deteriorate, we may be limited in our ability to offer the payment processing services that are core to our offerings. While we have multiple such banking partners and are working to diversify these relationships further, we do not have written agreements with such banks and financial institutions and there remains some risk that, in the short term, our ability to provide payment processing services may be affected by any interruption in the banking services we receive. As such, should our relationships with our existing banking and financial institution partners deteriorate or if such banks and financial institutions make a decision to discontinue the services they provide us, we could lose our ability to process payments, financial transfers and other transactions. In such an event, the value of our services would be negatively impacted and our institutional investor clients could be forced to process smaller transaction volume with us or to cease transaction processing through us entirely.

Certain large customers provide a significant share of our revenue and the termination of such agreements or reduction in business with such customers could harm our business. If we lose or are unable to renew these and other marketplace and enterprise client contracts at favorable terms, our results of operations and financial condition may be adversely affected.

Some of our largest customers provide significant contributions to our revenue. In particular, for the nine months ended June 30, 2023, our top 10 customers represented 98.0% of revenue and our top customer, TCM, represented 88.8% of revenue. Failure to retain these and other customers could negatively impact our business and could lead

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to significant fluctuations in its performance. Customers may seek price reductions when renewing, expanding or changing their services with us and/or when their need for payment, asset storage, investing or capital raise services experiences significant volume changes.

Should the rate of growth of our customers’ business slow or decline, this could have an adverse effect on volumes processed and therefore an adverse effect on our results of operations. If our contracts are terminated by our large customers or if our large customers shift business away, or if we are unsuccessful in retaining contract terms that are favorable to us, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Please refer to the section captioned “— FXDD Agreements” on page 161 for more information about our agreement with TCM.

Our products and services may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If any of our customers use our products or services to further such illegal activities, we could be subject to liability and our business could be adversely affected. Our efforts to detect and monitor such transactions for compliance with law may require significant costs, and our failure to effectively deal with bad, fraudulent or fictitious transactions and material internal or external fraud could negatively impact our business.

We may in the future be subject to liability for illegal transactions, including fraudulent payments initiated by our customers, money laundering, gambling, tax evasion, and scams. Examples of fraud include when a party knowingly uses stolen or otherwise illicitly acquired access information to a transaction. In addition, we are subject to the risk that our employees, counterparties or third-party service providers commit fraudulent activity against us or our customers. Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting, account takeover and fraud. It is possible that incidents of fraud could increase in the future. The use of our products or services for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us. In addition, our efforts to detect and monitor such transactions for compliance with law may require significant costs.

Moreover, certain activities that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is significant uncertainty and cost associated with detecting and monitoring transactions for compliance with local laws. In the event that a customer is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. Changes in law have also increased the penalties for money transmitters, e-money issuers, broker-dealers and alternative trading systems for certain illegal activities, and government authorities may consider increased or additional penalties from time to time. Owners of intellectual property rights or government authorities may seek to bring legal action against us for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

Moreover, while fiat currencies can be used to facilitate illegal activities, blockchain technologies, such those used in our Platforms are relatively new and, in many jurisdictions, may be lightly regulated or largely unregulated. Many blockchains have characteristics such as the speed with which digital asset transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain blockchain transactions, and encryption technology that anonymizes these transactions, which may make blockchain technology susceptible to use in illegal activity.

U.S. federal and state and foreign regulatory authorities and law enforcement agencies, such as the Department of Justice, the SEC, the Commodity Futures Trading Commission, The Federal Trade Commission, the IRS and various state securities and financial regulators investigate, issue subpoenas and civil investigative demands, and take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving blockchain technologies.

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While we believe that our risk management and compliance framework is designed to detect significant illicit activities conducted by our potential or existing customers, we cannot ensure that we will be able to detect all illegal activity on our systems. If any of our customers use our products and services to further such illegal activities, our business could be adversely affected. We have not detected any material illicit activities in the past.

Our risk management and compliance framework is key to our operations and is designed to address Anti Money Laundering (“AML”) and Counter Terrorist Finance (“CTF”) considerations consistent with our authorization by the Financial Conduct Authority as an Electronic Money Directive Agent, among others. The key elements of the regulatory framework that impact us include, but are not limited to, the following U.K. legislation:

        The European Union 5th and 6th Money Laundering Directives.    The main components of the 5th Money Laundering Directive was to (i) grant access to the general public to beneficial ownership information of EU based companies; (ii) requires regulated entities to consult the beneficial ownership register when performing AML due diligence; (iii) obliges EU member states to create a list of national public offices and functions that qualify as politically exposed persons (PEP); and (iv) introduces strict enhanced due diligence measures for financial flows from high risk third countries. The 6th Money Laundering Directive introduced a harmonised list of 22 predicate offences that constitute money laundering and expanded its regulatory scope and criminal definition to include “aiding and abetting”. Regulated entities such as Digital RFQ are required to ensure that their AML/CFT programs address those offences. Criminal liability for those laundering money has been extended to legal persons, which means that organisations can be punished for offences committed by the people that work for them. The change means that responsibility for corporate criminal conduct falls on management personnel in addition to individual employees.

        The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer), Regulation 2017.

        Proceeds of Crime Act 2002. Digital RFQ is required to ensure sufficient controls are in place to enable its employees to recognise money laundering.

        Terrorism Act 2000 and Counter Terrorism Act 2008.    Digital RFQ is required to ensure sufficient controls are in place so that the firm can recognise terrorist financing.

        Fraud Act 2006.    Digital RFQ is required to ensure controls are in place to identify the risk of both internal and external fraud and the necessary controls are implemented

        Bribery Act 2010.    Digital RFQ is required to ensure controls are in place to identify the risk of bribery and corruption and the necessary controls are implemented

The primary objectives in establishing our AML/CTF policy are to:

        Conduct regular assessments to continually understand the money laundering and terrorist financing (“ML/TF”) risks associated with our business activities;

        Prevent Digital RFQ’s services from being used for tax evasion purposes;

        Ensure Digital RFQ has appropriate controls to mitigate the ML/TF and tax evasion risks faced by the business;

        Establish minimum standards of customer due diligence to be obtained for all entities we conduct business with, including to:

        Identify and verify legal existence;

        Understand who are the natural persons that ultimately own or control the entity;

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        Understand the risks posed by higher risks clients, business relationships or transactions; and

        Establish standards to allow us to identify unusual or potential suspicious behavior and report suspicions of ML/TF or other financial crime, as advised by law.

DigitalRFQ’s risk-based approach to AML/CTF is driven by the clients risk rating. DigitalRFQ operates a three-tiered classification of a potential client relationship:

1.      Low Risk — applying simplified due diligence of customers

2.      Medium Risk — applying standard client due diligence

3.      High Risk — applying enhanced due diligence

Standard customer due diligence is conducted on the majority of customers, who present a normal level of risk. Where enough low risk factors from the customer are identified, Digital RFQ employs simplified due diligence, which is a light touch approach involving less stringent checks. Conversely, if high risk factors are identified, then the firm employs enhanced due diligence, which involves a thorough ‘deep dive’ review of the customer. These customers, if approved, are then subject to ongoing monitoring.

Simplified due diligence is for customers who present a very low risk:

1.      Timing — the general rule is to verify identity before the establishment of a business relationship. However, there is now an exemption to this if there is little risk of money laundering. With simplified due diligence, the verification can take place later, so we do not interrupt the normal flow of business, provided that the verification is completed as soon as practicable after contact is first established.

2.      Electronic — a customer’s identification can be based purely on electronic identification if the verification software used is of sufficient, accredited standard and that they can corroborate some of the information obtained with the customer. This could even be the case in some non-face-to-face relationships, if there are sufficient low risk factors in place.

3.      Documentation — this can be done with one document only and need not be independently certified.

Enhanced due diligence is followed in all circumstances where a customer is identified as high-risk, and this involves seven specific tasks:

1.      Conduct enhanced monitoring of the business relationship by increasing the number and timing of controls applied, and selecting patterns of transactions that need further examination.

2.      Obtaining additional information about the customer.

3.      Capturing additional information about the intended nature of the business relationship.

4.      Finding out about the source of the funds or wealth of the customer.

5.      Understanding the reasons for the intended or performed transactions.

6.      Getting the approval of senior management for continuing the business relationship.

7.      Requiring the first payment to be carried out through an account in the customer’s name with a bank subject to similar customer due diligence standards.

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Digital RFQ performs a customer risk assessment to determine whether a specific customer is high, medium or low risk and will take into consideration the customer type, their geographic location and the product or service being provided. When assessing the risk, Digital RFQ considers the following risk factors:

Risk Type

 

High Risk Factors