Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Nukkleus Inc. |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001592782 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
CURRENT ASSETS: | ||||
Cash | $ 50,623 | $ 355,673 | $ 82,849 | |
Accounts receivable | 55,836 | 57,953 | ||
Due from affiliates | 2,614,399 | 2,617,873 | 3,709,772 | |
Prepaid expense and other current assets | 12,588 | 12,221 | 7,010 | |
TOTAL CURRENT ASSETS | 2,733,446 | 3,043,720 | 3,799,631 | |
NON-CURRENT ASSETS: | ||||
Investment, at cost | 6,602,000 | |||
Intangible assets, net | 9,842,542 | 13,616,116 | ||
TOTAL NON-CURRENT ASSETS | 16,444,542 | 13,616,116 | ||
TOTAL ASSETS | 19,177,988 | 16,659,836 | 3,799,631 | |
CURRENT LIABILITIES: | ||||
Due to affiliates | 4,405,265 | 4,257,792 | 4,732,977 | |
Accounts payable and accrued liabilities | 579,351 | 380,721 | 212,406 | |
Series A redeemable preferred stock liability at $10 stated value; 200,000 shares authorized; 25,000 shares issued and outstanding ($250,000 less discount of $1,545) at September 30, 2020 | 248,455 | |||
TOTAL CURRENT LIABILITIES | 4,984,616 | 4,638,513 | 5,193,838 | |
TOTAL LIABILITIES | 4,984,616 | 4,638,513 | 5,193,838 | |
CONTINGENCY — (Note 12) | ||||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||||
Preferred stock, value | ||||
Common stock, value | 35,203 | 33,203 | 23,049 | |
Additional paid-in capital | 18,591,954 | 14,474,839 | 141,057 | |
Accumulated deficit | (4,439,998) | (2,495,159) | (1,558,313) | |
Accumulated other comprehensive income – foreign currency translation adjustment | 6,213 | 8,440 | ||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 14,193,372 | 12,021,323 | $ (1,447,802) | (1,394,207) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 19,177,988 | $ 16,659,836 | $ 3,799,631 | |
Brilliant Acquisition Corp | ||||
CURRENT ASSETS: | ||||
Cash | 283,403 | 712,817 | ||
Prepaid expense and other current assets | 14,600 | |||
TOTAL CURRENT ASSETS | 47,671,090 | 46,730,470 | ||
Marketable securities held in Trust Account | 47,387,687 | 46,003,053 | ||
NON-CURRENT ASSETS: | ||||
TOTAL ASSETS | 47,671,090 | 46,730,470 | ||
CURRENT LIABILITIES: | ||||
Accounts payable and accrued liabilities | 309,597 | 25,943 | ||
Accrued offering costs | 58,252 | |||
Due to related party | 500 | |||
Promissory note – related party | 1,624,833 | 243,833 | ||
TOTAL CURRENT LIABILITIES | 1,934,930 | 328,028 | ||
TOTAL LIABILITIES | 2,115,409 | 575,662 | ||
Derivative warrant liabilities | 180,479 | 247,634 | ||
CONTINGENCY — (Note 12) | ||||
Ordinary shares subject to possible redemption, 4,600,000 shares at redemption value of $10 | 46,007,687 | 46,000,000 | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||||
Preferred stock, value | ||||
Common stock, value | 3,880,288 | 3,880,288 | ||
Accumulated deficit | (4,332,294) | (3,725,480) | ||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (452,006) | 154,808 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 47,671,090 | $ 46,730,470 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 14,800,000 | 14,800,000 | 14,800,000 | |
Preferred stock, share issued | 0 | 0 | 0 | |
Preferred stock, share outstanding | 0 | 0 | 0 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | |
Common stock, shares issued | 352,024,371 | 332,024,371 | 230,485,100 | |
Common stock, shares outstanding | 352,024,371 | 332,024,371 | 230,485,100 | |
Brilliant Acquisition Corp | ||||
Preferred stock, par value (in Dollars per share) | ||||
Preferred stock, share issued | ||||
Preferred stock, share outstanding | ||||
Common stock, par value (in Dollars per share) | ||||
Common stock, shares issued | 1,511,000 | 1,511,000 | ||
Common stock, shares outstanding | 1,511,000 | 1,511,000 | ||
Ordinary shares subject to possible redemption | 4,600,000 | 4,600,000 | ||
Ordinary shares subject to possible redemption, shares redemption value (in Dollars per share) | $ 10 | $ 10 | ||
Ordinary shares, shares authorized | Unlimited | Unlimited | ||
Series A Redeemable Preferred Stock | ||||
Redeemable preferred stock, stated value (in Dollars per share) | $ 10 | $ 10 | ||
Redeemable preferred stock, shares authorized | 200,000 | 200,000 | ||
Redeemable preferred stock, shares issued | 25,000 | 25,000 | ||
Redeemable preferred stock, shares outstanding | 25,000 | 25,000 | ||
Redeemable preferred stock, gross (in Dollars) | $ 250,000 | $ 250,000 | ||
Redeemable preferred stock, less discount (in Dollars) | $ 1,545 | $ 1,545 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
REVENUES | ||||||
Revenue – general support services – related party | $ 4,800,000 | $ 4,800,000 | $ 19,200,000 | $ 19,200,000 | ||
Revenue – financial services | 329,015 | 86,964 | ||||
Total revenues | 5,129,015 | 4,800,000 | 19,286,964 | 19,200,000 | ||
COSTS OF REVENUES | ||||||
Cost of revenue – general support services – related party | 4,725,000 | 4,725,000 | 18,900,000 | 18,900,000 | ||
Cost of revenue – financial services | 160,842 | 293,011 | ||||
Total costs of revenues | 4,885,842 | 4,725,000 | 19,193,011 | 18,900,000 | ||
GROSS PROFIT (LOSS) | ||||||
Gross profit – general support services – related party | 75,000 | 75,000 | 300,000 | 300,000 | ||
Gross profit – financial services | 168,173 | (206,047) | ||||
Total gross profit | 243,173 | 75,000 | 93,953 | 300,000 | ||
OPERATING EXPENSES: | ||||||
Professional fees | 921,732 | 86,772 | 396,277 | 188,000 | ||
Amortization of intangible assets | 911,943 | 469,286 | ||||
Other general and administrative | 353,121 | 40,313 | 160,794 | 225,115 | ||
Total operating expenses | 2,186,796 | 127,085 | 1,026,357 | 413,115 | ||
LOSS FROM OPERATIONS | (1,943,623) | (52,085) | (932,404) | (113,115) | ||
OTHER (EXPENSE) INCOME: | ||||||
Interest expense on redeemable preferred stock | (2,625) | (3,750) | ||||
Amortization of debt discount | (1,545) | (2,290) | ||||
Gain on digital currency | 18,593 | |||||
Other expense | (1,216) | (1,510) | (272) | |||
Total other expense | (1,216) | (1,510) | (4,442) | 12,553 | ||
LOSS BEFORE INCOME TAXES | (1,944,839) | (53,595) | (936,846) | (100,562) | ||
INCOME TAXES | ||||||
NET LOSS | (1,944,839) | (53,595) | (936,846) | (100,562) | ||
OTHER COMPREHENSIVE LOSS | ||||||
Unrealized foreign currency translation loss | (2,227) | |||||
OTHER COMPREHENSIVE INCOME | ||||||
Unrealized foreign currency translation gain | 8,440 | |||||
COMPREHENSIVE LOSS | $ (1,947,066) | $ (53,595) | $ (928,406) | $ (100,562) | ||
NET LOSS PER COMMON SHARE: | ||||||
Basic and diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||
Basic and diluted (in Shares) | 335,720,023 | 230,485,100 | 257,771,553 | 230,485,100 | ||
Brilliant Acquisition Corp | ||||||
OPERATING EXPENSES: | ||||||
LOSS FROM OPERATIONS | $ (670,916) | $ (148,010) | ||||
OTHER (EXPENSE) INCOME: | ||||||
NET LOSS | $ (599,127) | $ (317,737) | ||||
NET LOSS PER COMMON SHARE: | ||||||
Basic and diluted (in Dollars per share) | $ (0.1) | $ (0.09) | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||
Basic and diluted (in Shares) | 6,111,000 | 3,697,454 | ||||
Operating costs | $ 670,916 | $ 148,010 | ||||
Other income (loss): | ||||||
Changes in fair value of derivative warrant liabilities | 67,155 | (172,787) | ||||
Interest income | 4,634 | 3,060 | ||||
Total other income (loss) | $ 71,789 | $ (169,727) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Brilliant Acquisition CorpCommon Stock | Brilliant Acquisition CorpAccumulated Deficit | Brilliant Acquisition Corp | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance at Sep. 30, 2019 | $ 23,049 | $ 141,057 | $ (1,457,751) | $ (1,293,645) | |||||
Balance (in Shares) at Sep. 30, 2019 | 230,485,100 | ||||||||
Net loss | (100,562) | (100,562) | |||||||
Balance at Sep. 30, 2020 | $ 23,049 | 141,057 | (1,558,313) | (1,394,207) | |||||
Balance (in Shares) at Sep. 30, 2020 | 230,485,100 | ||||||||
Balance at Dec. 31, 2019 | $ 25,000 | $ (20,664) | $ 4,336 | ||||||
Balance (in Shares) at Dec. 31, 2019 | 1,150,000 | ||||||||
Sale of 4,600,000 Units, net of underwriting discounts and offering expenses | $ 43,930,846 | 43,930,846 | |||||||
Sale of 4,600,000 Units, net of underwriting discounts and offering expenses (in Shares) | 4,600,000 | ||||||||
Sale of 261,000 Private Units | $ 2,610,000 | 2,610,000 | |||||||
Sale of 261,000 Private Units (in Shares) | 261,000 | ||||||||
Issuance of Representative Shares | $ 2,210 | 2,210 | |||||||
Issuance of Representative Shares (in Shares) | 100,000 | ||||||||
Ordinary shares subject to possible redemption | $ (42,612,921) | (3,387,079) | (46,000,000) | ||||||
Ordinary shares subject to possible redemption (in Shares) | (4,600,000) | ||||||||
Excess of cash received over fair value of private warrants | $ (74,847) | (74,847) | |||||||
Net loss | (317,737) | (317,737) | |||||||
Balance at Dec. 31, 2020 | $ 3,880,288 | (3,725,480) | 154,808 | $ 23,049 | 141,057 | (1,611,908) | (1,447,802) | ||
Balance (in Shares) at Dec. 31, 2020 | 1,511,000 | 230,485,100 | |||||||
Balance at Sep. 30, 2020 | $ 23,049 | 141,057 | (1,558,313) | (1,394,207) | |||||
Balance (in Shares) at Sep. 30, 2020 | 230,485,100 | ||||||||
Net loss | (53,595) | (53,595) | |||||||
Balance at Dec. 31, 2020 | $ 3,880,288 | (3,725,480) | 154,808 | $ 23,049 | 141,057 | (1,611,908) | (1,447,802) | ||
Balance (in Shares) at Dec. 31, 2020 | 1,511,000 | 230,485,100 | |||||||
Balance at Sep. 30, 2020 | $ 23,049 | 141,057 | (1,558,313) | (1,394,207) | |||||
Balance (in Shares) at Sep. 30, 2020 | 230,485,100 | ||||||||
Common stock issued in connection with acquisition | $ 10,010 | 14,003,990 | 14,014,000 | ||||||
Common stock issued in connection with acquisition (in Shares) | 100,100,000 | ||||||||
Common stock issued for redeemable preferred stock conversion and related dividend | $ 144 | 287,710 | 287,854 | ||||||
Common stock issued for redeemable preferred stock conversion and related dividend (in Shares) | 1,439,271 | ||||||||
Stock-based compensation | 42,082 | 42,082 | |||||||
Foreign currency translation adjustment | 8,440 | 8,440 | |||||||
Net loss | (936,846) | (936,846) | |||||||
Balance at Sep. 30, 2021 | $ 33,203 | 14,474,839 | (2,495,159) | 8,440 | 12,021,323 | ||||
Balance (in Shares) at Sep. 30, 2021 | 332,024,371 | ||||||||
Balance at Dec. 31, 2020 | $ 3,880,288 | (3,725,480) | 154,808 | $ 23,049 | 141,057 | (1,611,908) | (1,447,802) | ||
Balance (in Shares) at Dec. 31, 2020 | 1,511,000 | 230,485,100 | |||||||
Changes in value of ordinary shares subject to redemption | (7,687) | (7,687) | |||||||
Net loss | (599,127) | (599,127) | |||||||
Balance at Dec. 31, 2021 | $ 3,880,288 | (4,332,294) | (452,006) | $ 35,203 | 18,591,954 | (4,439,998) | 6,213 | 14,193,372 | |
Balance (in Shares) at Dec. 31, 2021 | 1,511,000 | 352,024,371 | |||||||
Balance at Sep. 30, 2021 | $ 33,203 | 14,474,839 | (2,495,159) | 8,440 | 12,021,323 | ||||
Balance (in Shares) at Sep. 30, 2021 | 332,024,371 | ||||||||
Stock-based compensation | 378,746 | 378,746 | |||||||
Foreign currency translation adjustment | (2,227) | (2,227) | |||||||
Adjustment for assets acquisition | (2,861,631) | (2,861,631) | |||||||
Common stock issued in connection with cost method investment | $ 2,000 | 6,600,000 | 6,602,000 | ||||||
Common stock issued in connection with cost method investment (in Shares) | 20,000,000 | ||||||||
Net loss | (1,944,839) | (1,944,839) | |||||||
Balance at Dec. 31, 2021 | $ 3,880,288 | $ (4,332,294) | $ (452,006) | $ 35,203 | $ 18,591,954 | $ (4,439,998) | $ 6,213 | $ 14,193,372 | |
Balance (in Shares) at Dec. 31, 2021 | 1,511,000 | 352,024,371 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Parentheticals) - Brilliant Acquisition Corp | 12 Months Ended |
Dec. 31, 2020shares | |
Net of underwriting discounts and offering expenses | 4,600,000 |
Sale of private units | 261,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ (1,944,839) | $ (53,595) | $ (936,846) | $ (100,562) | ||
Adjustments to reconcile net loss to net cash | ||||||
Amortization of debt discount | 572 | 1,545 | 2,290 | |||
Amortization of intangible assets | 911,943 | 469,286 | ||||
Stock-based compensation and service expense | 378,746 | 42,082 | ||||
Gain on digital currency | (18,593) | |||||
Provision for bad debt | 12 | 12 | ||||
Unrealized foreign currency exchange gain | (761) | |||||
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in acquisition: | ||||||
Accounts receivable | 2,397 | (12,972) | ||||
Prepaid expense and other current assets | (355) | 2,125 | (5,110) | (334) | ||
Due from affiliates | 3,474 | 291,899 | 1,091,899 | (3,501,171) | ||
Due to affiliates | 145,999 | (271,730) | (466,959) | 3,672,793 | ||
Accounts payable and accrued liabilities | 197,371 | 38,210 | 113,711 | 14,912 | ||
Accrued liabilities – related party | (10,000) | |||||
Net cash (used in) provided by operating activities | (305,264) | 7,493 | 295,887 | 59,335 | ||
CASH FLOW FROM INVESTING ACTIVITIES: | ||||||
Cash acquired on acquisition | 21,371 | |||||
Payments for acquisition | (44,673) | |||||
Net cash used in investing activities | (23,302) | |||||
EFFECT OF EXCHANGE RATE ON CASH | 214 | 239 | ||||
NET (DECREASE) INCREASE IN CASH | (305,050) | 7,493 | 272,824 | 59,335 | ||
Cash – beginning of period | 355,673 | 82,849 | $ 90,342 | 82,849 | 23,514 | |
Cash – end of period | 50,623 | 90,342 | 50,623 | 355,673 | $ 90,342 | 82,849 |
Common stock issued in connection with acquisition | 14,014,000 | |||||
Common stock issued for redeemable preferred stock conversion and related dividend | 287,854 | |||||
Cost of acquisition in accrued liabilities | 16,098 | |||||
Investment – digital currency received from affiliates | 17,197 | |||||
Investment – digital currency transferred to affiliates | 204,721 | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
Common stock issued in connection with cost method investment | 6,602,000 | |||||
Cash paid for: | ||||||
Interest | ||||||
Income taxes | ||||||
Brilliant Acquisition Corp | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | (599,127) | (317,737) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Changes in fair value of derivative warrant liabilities | (67,155) | 172,787 | ||||
Interest earned on marketable securities held in Trust Account | (4,634) | (3,060) | ||||
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in acquisition: | ||||||
Prepaid expense and other current assets | (14,600) | (14,590) | ||||
Accounts payable and accrued liabilities | 225,402 | 25,523 | ||||
Net cash (used in) provided by operating activities | (430,914) | (137,077) | ||||
Cash Flows from Investing Activities: | ||||||
Investment of cash in Trust Account | (1,380,000) | (46,000,000) | ||||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of ordinary share, net of underwriting discounts paid | 44,390,000 | |||||
Proceeds from sale Private Units | 2,610,000 | |||||
Payment of offering costs | (239,805) | |||||
Advanced from related party | 500 | |||||
Proceeds from promissory note – related parties | 1,381,000 | 62,000 | ||||
Net cash provided by financing activities | 1,381,500 | 46,822,195 | ||||
CASH FLOW FROM INVESTING ACTIVITIES: | ||||||
Net cash used in investing activities | (1,380,000) | (46,000,000) | ||||
NET (DECREASE) INCREASE IN CASH | (429,414) | 685,118 | ||||
Cash – beginning of period | 712,817 | 27,699 | ||||
Cash – end of period | $ 283,403 | $ 712,817 | 283,403 | 712,817 | ||
Offering costs included in accrued offering costs | 58,252 | |||||
Initial classification of ordinary shares subject to possible redemption | 42,612,921 | |||||
Change in value of ordinary shares subject to possible redemption | 7,687 | 3,387,079 | ||||
Issuance of Representative Shares | $ 2,210 |
The Company History and Nature
The Company History and Nature of The Business | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
The Company History and Nature of The Business [Line Items] | |||
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | NOTE 1 — THE COMPANY HISTORY AND NATURE OF THE BUSINESS Nukkleus Inc. (f/k/a Compliance & Risk Management Solutions Inc.) (“Nukkleus” or the “Company”) was formed on July 29, 2013 in the State of Delaware as a for -profit The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. The Company 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 Limited, a wholly -owned 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 July 2018, the Company incorporated Nukkleus Malta Holding Ltd., which is a wholly -owned On August 27, 2020, the Company renamed Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). 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. On May 24, 2021, the Company and the shareholders of Match Financial Limited (the “Match Shareholders”), a private limited company formed in England and Wales (“Match”), entered into a Purchase and Sale Agreement (the “Match Agreement”), pursuant to which the Company, on May 28, 2021, acquired 1,152 ordinary shares of Match representing 70% of the issued and outstanding ordinary shares of Match in consideration of 70,000,000 shares of common stock of the Company (the “Initial Transaction”). On August 30, 2021, the Company exercised its option pursuant to which it acquired from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 shares of common stock of the Company. Match is engaged in providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa. On October 20, 2021, the Company and the shareholders (the “Original Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 20,000,000 shares of common stock of the Company (the “Jacobi Transaction”). On December 15, 2021, the Company, the Original Shareholders and the shareholders of Jacobi that were assigned their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”) entered into an Amendment to Stock Purchase Agreement agreeing that the Jacobi Transaction will be entered between the Company and the New Jacobi Shareholders. The Jacobi Transaction closed on December 15, 2021. Jacobi is a company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. On December 30, 2021, the Company and the shareholder (the “Digiclear Shareholder”) of Digiclear Ltd. (“Digiclear”) entered into a Purchase and Sale Agreement (the “Digiclear Agreement) pursuant to which the Company agreed to acquire 5,400,000 of the issued and outstanding ordinary shares of Digiclear in consideration of 15,151,515 The unaudited condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company incurred a net loss for the three months ended December 31, 2021 of $1,944,839, and had a working capital deficit of $2,251,170 at December 31, 2021. The Company’s ability to continue as a going concern is dependent upon the management of expenses and ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. We cannot be certain that such necessary capital through equity or debt financings will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. In the event that there are any unforeseen delays or obstacles in obtaining funds through the aforementioned sources, Currency Mountain Holdings Bermuda, Limited (“CMH”), which is wholly -owned -owned The ramifications of the outbreak of the novel strain of COVID -19 -19 The Company is operating in a rapidly changing environment so the extent to which COVID -19 | NOTE 1 THE COMPANY HISTORY AND NATURE OF THE BUSINESS Nukkleus Inc. (f/k/a Compliance & Risk Management Solutions Inc.) (“Nukkleus” or the “Company”) was formed on July 29, 2013 in the State of Delaware as a for -profit The Company is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. The Company 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 Limited, a wholly -owned 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 July 2018, the Company incorporated Nukkleus Malta Holding Ltd., which is a wholly -owned On August 27, 2020, the Company renamed Nukkleus Exchange Malta Ltd. to Markets Direct Technology Group Ltd (“MDTG”). 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. On May 24, 2021, the Company and the shareholders of Match Financial Limited (the “Match Shareholders”), a private limited company formed in England and Wales (“Match”), entered into a Purchase and Sale Agreement (the “Match Agreement”), pursuant to which the Company, on May 28, 2021, acquired 1,152 ordinary shares of Match representing 70% of the issued and outstanding ordinary shares of Match in consideration of 70,000,000 On October 20, 2021, the Company and the shareholders (the “Original Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 20,000,000 the Company, the Original Shareholders and the shareholders of Jacobi that were assigned their interest in Jacobi by the Original Shareholders (the “New Jacobi Shareholders”) entered into an Amendment to Stock Purchase Agreement agreeing that the Transaction will be entered between the Company and the New Jacobi Shareholders. The Transaction closed on December 15, 2021. Jacobi is a company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. The consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company incurred a net loss for the year ended September 30, 2021 of $936,846, and had a working capital deficit of $1,594,793 at September 30, 2021. The Company’s ability to continue as a going concern is dependent upon the management of expenses and ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. We cannot be certain that such necessary capital through equity or debt financings will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholders and could result in significant financial operating covenants that would negatively impact our business. In the event that there are any unforeseen delays or obstacles in obtaining funds through the aforementioned sources, Currency Mountain Holdings Bermuda, Limited (“CMH”), which is wholly -owned -owned The ramifications of the outbreak of the novel strain of COVID -19 -19 The Company is operating in a rapidly changing environment so the extent to which COVID -19 | |
Brilliant Acquisition Corp [Member] | |||
The Company History and Nature of The Business [Line Items] | |||
THE COMPANY HISTORY AND NATURE OF THE BUSINESS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Brilliant Acquisition Corporation (the “Company”) is a blank check company incorporated in the British Virgin Islands on May 24, 2019. The Company 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 (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have their primary operations located in the Asia Pacific region. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. At December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income earned from investing the proceeds derived from the Initial Public Offering that have been placed in a trust account as described below. The registration statement for the Company’s Initial Public Offering was declared effective on June 23, 2020. On June 26, 2020, the Company consummated the Initial Public Offering of 4,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $40,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 240,000 Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Nisun Investment Holding Limited (the “Sponsor”), directors and business advisors generating gross proceeds of $2,400,000, which is described in Note 4. Following the closing of the Initial Public Offering on June 26, 2020, an amount of $40,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States and 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 -7 On June 29, 2020, the underwriters notified the Company of their intention to exercise their over -allotment Transaction costs amounted to $2,069,154 consisting of $1,610,000 of underwriting fees and $459,154 of other offering costs. In addition, at December 31, 2021, cash of $282,903 was held outside of the Trust Account (as defined above) and is available for the payment of offering costs and for working capital purposes. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -Business The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed Business Combination. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, subject to increase of up to an additional $0.30 per Unit in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The Sponsor, officers, directors and the Company’s business combination advisor, New Lighthouse Investment Limited, (the “initial shareholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5), the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and Articles of Association with respect to the Company’s pre -Business the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares) and Private Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders’ rights of pre -Business Founder Shares and Private Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company had 12 months from the closing of its Initial Public Offering (or until June 25, 2021) to consummate a Business Combination. However, if the Company is not able to consummate a Business Combination by June 25, 2021, the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $460,000 or $0.10 per Unit, up to an aggregate of $1,380,000, or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months extension. As of the date of this report, the Company was not able to consummate a Business Combination, and extended the period time to consummate a Business Combination four times. Accordingly, the Sponsor made the first deposit of $460,000 on June 22, 2021, the second deposit of $460,000 on September 20, 2021, the third deposit of $460,000 on December 23, 2021 to extend the period of time to consummate its initial business combination by total 13 months from June 25, 2021 until March 23, 2022. On March 18, 2022, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination by a further four months, or until July 23, 2022. In connection with the extension, the Sponsor deposited a net amount of $634,594 into the trust account, representing $0.16 per public ordinary share that was not redeemed in connection with the shareholder vote to approve the extension. The sponsor initially deposited $736,000 and $101,406 was returned to the Sponsor on March 28, 2022 due to the fact that the shareholders elected to redeem an aggregate of 633,792 If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per -share The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Going Concern and Management’s Plan As of December 31, 2021, the Company had $282,903 cash held in its operating bank account, $47,387,687 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $1,651,528. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014 -15 Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or July 23, 2022, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by shareholders). While the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 |
Basis of Presentation
Basis of Presentation | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Basis of Presentation [Abstract] | ||
BASIS OF PRESENTATION | NOTE 2 — BASIS OF PRESENTATION These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the unaudited condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared under the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10 -K | NOTE 2 BASIS OF PRESENTATION The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information. The Company’s consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. These accounts were prepared under the accrual basis of accounting. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies [Line Items] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three months ended December 31, 2021 and 2020 include the useful life of intangible assets, assumptions used in assessing impairment of long -term -based As described in Note 1, in fiscal year 2021, the Company completed its acquisition of Match in accordance with the terms of the Match Agreement. In February 2022, a third party valuation report in connection with the acquisition was completed. As a result, the Company adjusted the previous estimated allocation to reflect the results of the third party valuation. The Company decreased its cost of intangible assets by $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. Based on the carrying value of intangible assets as of September 30, 2021 and those adjustments during the three months ended December 31, 2021, the effect of this change in estimate was an increase in amortization expense of $559,802 and an increase in net loss of $559,802. Cash and cash equivalents At December 31, 2021 and September 30, 2021, the Company’s cash balances by geographic area were as follows: Country: December 31, 2021 September 30, 2021 United States $ 6,005 11.9 % $ 327,443 92.1 % United Kingdom 44,444 87.8 % 28,056 7.9 % Malta 174 0.3 % 174 0.0 % Total cash $ 50,623 100.0 % $ 355,673 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2021 and September 30, 2021. Fair value of financial instruments and fair value measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short -term Credit risk and uncertainties The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally -insured institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At December 31, 2021, the Company’s cash balances in United States bank accounts were not in excess of the federally -insured Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short -term Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit -worthiness Prepaid expense and other current assets Prepaid expense and other current assets primarily consist of prepaid OTC Markets listing fees, which are recognized as expense over the related listing periods. As of December 31, 2021 and September 30, 2021, prepaid expense and other current assets amounted to $12,588 and $12,221, respectively. Cost method investment Investment in which the Company does not have the ability to exercise significant influence over operating and financial matters is accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other income (expense), net” in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. Intangible assets Intangible assets consist of trade names, regulatory licenses and technology, which are being amortized on a straight -line Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long -lived -lived Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: • • Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa In the following table, revenues are disaggregated by segment for the three months ended December 31, 2021 and 2020: Three Months Ended Revenue Stream 2021 2020 General support services $ 4,800,000 $ 4,800,000 Financial services 329,015 — Total revenues $ 5,129,015 $ 4,800,000 Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three months ended December 31, 2021 and 2020, advertising and marketing costs amounted to $35,222 and $0, respectively, which was included in other general and administrative expense on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Stock-based compensation The Company accounts for its stock -based -based -employees -Scholes -pricing Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry -forward The Company follows the provisions of FASB ASC 740 -10 -10 -likely-than-not Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three months ended December 31, 2021 and 2020, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if -converted -dilutive -dilutive The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended 2021 2020 Stock options 1,000,000 — Convertible preferred stock — 1,250,000 Potentially dilutive securities 1,000,000 1,250,000 Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar and the functional currency of Match Financial Limited and its subsidiaries is the British Pound (“GBP”). Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2021 and September 30, 2021 were translated at 0.7389 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the three months ended December 31, 2021 was 0.7422 GBP to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid -in Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment, and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“Topic 326”). -13 In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurements -13 when preparing fair value measurement disclosures. ASU 2018 -13 In December 2019, the FASB issued ASU 2019 -12 Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures. | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the years ended September 30, 2021 and 2020 include the initial valuation and useful life of intangible assets, assumptions used in assessing impairment of long -term -based Cash and cash equivalents At September 30, 2021 and 2020, the Company’s cash balances by geographic area were as follows: Country: September 30, September 30, United States $ 327,443 92.1 % $ 82,675 99.8 % England 28,056 7.9 % — — Malta 174 0.0 % 174 0.2 % Total cash $ 355,673 100.0 % $ 82,849 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2021 and 2020. Credit risk and uncertainties The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally -insured -insured Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short -term Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit -worthiness Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at September 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. Prepaid expense and other current assets Prepaid expense and other current assets primarily consist of prepaid OTC Markets listing fees, which are recognized as expense over the related listing periods. As of September 30, 2021 and 2020, prepaid expense and other current assets amounted to $12,221 and $7,010, respectively. Intangible assets Intangible assets consist of license and banking infrastructure, which are being amortized on a straight -line Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long -lived -lived Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: • • Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa In the following table, revenues are disaggregated by segment for the years ended September 30, 2021 and 2020: Years Ended Revenue Stream 2021 2020 General support services $ 19,200,000 $ 19,200,000 Financial services 86,964 — Total revenues $ 19,286,964 $ 19,200,000 Advertising costs All costs related to advertising are expensed as incurred. For the years ended September 30, 2021 and 2020, advertising costs amounted to $17,874 and $0, respectively, which was included in other general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. Stock-based compensation The Company accounts for its stock -based -based -employees -Scholes -pricing Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry -forward The Company follows the provisions of FASB ASC 740 -10 -10 -likely-than-not Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar and the functional currency of Match Financial Limited and its subsidiaries is the British Pound (“GBP”). Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at September 30, 2021 were translated at 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the period from May 28, 2021 through September 30, 2021 was 0.7224 GBP to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid -in Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment, and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if -converted -dilutive -dilutive Years Ended 2021 2020 Stock options 1,000,000 — Convertible preferred stock 1,250,000 1,250,000 Potentially dilutive securities 2,250,000 1,250,000 Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“Topic 326”). -13 In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurements -13 -13 In December 2019, the FASB issued ASU 2019 -12 Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. | |
Brilliant Acquisition Corp [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term -cash -cash Marketable securities held in Trust Account As of December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. The Company had $47,387,687 and 46,003,053 in Marketable securities held in the Trust Account as of December 31, 2021and 2020 respectively. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary share is classified as stockholders’ equity. The Company’s Public Shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Public Shares subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Accordingly, as of December 31, 2021 and 2020, 4,600,000 shares of Public Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Public Shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480 -10-S99 For the year ended December 31, 2021 and 2020, the ordinary shares reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 46,000,000 Less: proceeds allocated to public warrants (1,380,000 ) Less: ordinary share issuance costs (2,007,079 ) Add: Accretion of carrying value to redemption value 3,387,079 Ordinary shares subject to possible redemption as of December 31, 2020 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Ordinary shares subject to possible redemption as of December 31, 2021 46,007,687 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Net Loss Per Ordinary Share Net loss per share is computed by dividing net Loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The redeemable ordinary shares are included in the denominator of the EPS calculation reflecting a single class of common shares. This is because the redemption feature for all of the ordinary shares is at fair value, and therefore it does not create a different class of shares or other EPS adjustment (i.e. no adjustment to the numerator). The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Years Ended 2021 2020 Net loss $ (599,127 ) $ (317,737 ) Weighted average shares outstanding, basic and diluted 6,111,000 3,697,454 Basic and diluted net loss per ordinary share $ (0.10 ) $ (0.09 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its Initial Public Offering, the Company sold 4,600,000 Units (including underwriters’ full exercise over -allotment Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed -10 The Company sold 261,000 Private Warrants in connection to its Initial Public Offering (“Liability Warrant”) (see Note 4). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Other than the above, there are no other recently issued accounting standards which are applicable to the Company. |
Acquisition
Acquisition | 12 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 4 — ACQUISITION As described in Note 1, in fiscal year 2021, the Company completed its acquisition of Match in accordance with the terms of the Match Agreement. To determine the accounting for this transaction under ASU 2017 -01 On May 24, 2021, the Company and the shareholders of Match Financial Limited (the “Match Shareholders”), a private limited company formed in England and Wales (“Match”), entered into a Purchase and Sale Agreement (the “Match Agreement”), pursuant to which the Company, on May 28, 2021, acquired 1,152 ordinary shares of Match representing 70% of the issued and outstanding ordinary shares of Match in consideration of 70,000,000 The direct transaction costs have been classified as costs of acquisition. The following summarizes total consideration transferred to the March Stockholders under the acquisition as well as the fair value of the assets acquired and liabilities assumed under the acquisition: May 28, Assets acquired: Cash $ 21,370 Accounts receivable 46,602 Other current assets 142 Intangible assets 14,010,631 Total assets 14,078,745 Liabilities assumed: Accounts payable and accrued liabilities 78,745 Total liabilities 78,745 Purchase price $ 14,000,000 The fair values of the current assets acquired and the current liabilities assumed were estimated to be equal to the carrying value on the books of the acquired entity. The acquisition cost of all other assets and liabilities acquired were allocated to those individual assets acquired and liabilities assumed, based on their estimated relative fair values. Upon completion of a third party valuation report being prepared in connection with the acquisition, the Company may adjust the estimated allocation to reflect the results of that valuation if there are material differences between the third party valuation and the Company’s estimated allocation. |
Intangible assets
Intangible assets | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 5 — INTANGIBLE ASSETS Intangible assets consist of the valuation of identifiable intangible assets acquired, representing trade names, regulatory licenses and technology. The straight -line At December 31, 2021 and September 30, 2021, intangible assets consisted of the following: Useful Life December 31, 2021 September 30, 2021 Licenses and banking infrastructure (1) 10 Years $ — $ 14,085,402 Trade names 3 Years 784,246 — Regulatory licenses 3 Years 138,751 — Technology 5 Years 10,300,774 — Less: accumulated amortization (1,381,229 ) (469,286 ) $ 9,842,542 $ 13,616,116 (1) In February 2022, a third party valuation report in connection with acquisition was completed. As a result, the Company adjusted the previous estimated allocation to reflect the results of the third party valuation. The Company decreased its cost of intangible assets of $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. For the three months ended December 31, 2021, amortization expense amounted to $911,943. There was no comparable amortization for the three months ended December 31, 2020. Amortization of intangible assets attributable to future periods is as follows: For the Twelve-month Period Ending December 31: Amortization Amount 2022 $ 2,367,821 2023 2,367,821 2024 2,188,349 2025 2,060,155 2026 and thereafter 858,396 $ 9,842,542 | NOTE 5 INTANGIBLE ASSETS Intangible assets consist of the valuation of identifiable intangible assets acquired (See Note 4), representing license and banking infrastructure, was completed. The Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value the identifiable intangible assets at the acquisition date. The straight -line -party -party At September 30, 2021, intangible assets consisted of the following: Useful Life September 30, License and banking infrastructure 10 Years $ 14,085,402 Less: accumulated amortization (469,286 ) $ 13,616,116 For the year ended September 30, 2021, amortization expense amounted to $469,286, which represented amortization from May 28, 2021 (the date of acquisition) to September 30, 2021. There was no comparable amortization prior to the date of acquisition. Amortization of intangible assets attributable to future periods is as follows: For the twelve-month period ending September 30: Amortization 2022 $ 1,408,540 2023 1,408,540 2024 1,408,540 2025 1,408,540 2026 and thereafter 7,981,956 $ 13,616,116 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At December 31, 2021 and September 30, 2021, accounts payable and accrued liabilities consisted of the following: December 31, 2021 September 30, 2021 Directors’ compensation $ 180,538 $ 170,538 Professional fees 295,719 125,697 Accounts payable 97,407 54,831 Other 5,687 29,655 Total $ 579,351 $ 380,721 | NOTE 6 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At September 30, 2021 and 2020, accounts payable and accrued liabilities consisted of the following: September 30, September 30, Directors’ compensation $ 170,538 $ 130,537 Professional fees 125,697 46,640 Accounts payable 54,831 — Interest payable — 35,229 Other 29,655 — Total $ 380,721 $ 212,406 |
Share Capital
Share Capital | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Share Capital [Abstract] | ||
SHARE CAPITAL | NOTE 7 — SHARE CAPITAL Preferred stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 15,000,000 shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. Common stock issued for cost method investment On December 15, 2021, the Company issued 20,000,000 Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2021: Options Outstanding Options Exercisable Exercise Number Outstanding at December 31, 2021 Remaining Contractual Life (Years) Number Exercisable at December 31, 2021 Exercise $ 2.50 1,000,000 4.72 1,000,000 $ 2.50 Stock option activities for the three months ended December 31, 2021 were as follows: Number of Options Exercise Outstanding at October 1, 2021 1,000,000 $ 2.50 Granted — — Terminated / Exercised / Expired — — Outstanding at December 31, 2021 1,000,000 $ 2.50 Options exercisable at December 31, 2021 1,000,000 $ 2.50 The aggregate intrinsic value of both stock options outstanding and stock options exercisable at December 31, 2021 was $0. For the three months ended December 31, 2021, stock -based -based A summary of the status of the Company’s nonvested stock options granted as of December 31, 2021 and changes during the three months ended December 31, 2021 is presented below: Number of Options Exercise Nonvested at October 1, 2021 1,000,000 $ 2.50 Granted — — Vested (1,000,000 ) (2.50 ) Nonvested at December 31, 2021 — $ — | NOTE 7 SHARE CAPITAL Preferred stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 15,000,000 shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. Common stock and Series A preferred stock sold for cash On June 7, 2016, the Company sold to CMH 15,450,000 The Series A preferred stock has the following key terms: 1) A stated value of $10 per share; 2) The holder is entitled to receive cumulative dividends at the annual rate of 1.5% of stated value payable semi -annually 3) The preferred stock must be redeemed at the stated value plus any unpaid dividends in 5 years (on or before June 7, 2021); 4) The Series A preferred stock is non -voting 5) The holders of the Series A preferred stock are not entitled to receive any preference upon the liquidation, dissolution or winding up of the business of the Company. Each holder of Series A preferred stock shall share ratably with the holders of the common stock of the Company. The $1,000,000 of proceeds received was allocated to the common stock and Series A preferred stock according to their relative fair values determined at the time of issuance, and as a result, the Company recorded a total discount of $45,793 on the Series A preferred stock, which is being amortized to interest expense to the date of redemption. For the years ended September 30, 2021 and 2020, amortization of debt discount amounted to $1,545 and $2,290, respectively. The terms of the Series A preferred stock issued represent mandatory redeemable shares, with a fixed redemption date (in 5 years) and the Company has a choice of redeeming the instrument either in cash or a variable number of shares of common stock based on a formula in the certificate of designation. The conversion price has a floor of $0.20 per share. As such, all dividends accrued and/or paid and any accretions are classified as part of interest expense. For the years ended September 30, 2021 and 2020, dividends on redeemable preferred stock amounted to $2,625 and $3,750, respectively. On June 7, 2021, the outstanding redeemable preferred stock of $250,000 and related accrued dividend of $37,854 were exchanged for 1,439,271 shares of the Company’s common stock. Common stock issued for acquisition On May 28, 2021, the Company issued 70,000,000 shares of its common stock to Match Shareholders for acquisition of 70% equity interest of Match. These shares were valued at $9,800,000, the fair market value on the grant date using the reported closing share price on the date of grant. On May 28, 2021, the Company issued 100,000 shares of its common stock to Match Shareholders as consideration of an option commencing any time after the closing of the Initial Transaction to acquire from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 shares of common stock of the Company. The 100,000 shares of the Company’s common stock were valued at $14,000, the fair market value on the grant date using the reported closing share price on the date of grant and were included in the costs of acquisition. On August 30, 2021, the Company exercised its option, pursuant to which it acquired from the Match Shareholders the balance of 493 ordinary shares of Match representing 30% of the issued and outstanding ordinary shares of Match for an additional 30,000,000 Options The Company did not have any options activity during the year ended September 30, 2020. During the year ended September 30, 2021, in connection with a service agreement, the Company granted 1,000,000 stock options at a fixed exercise price of $2.50 to a service provider. The fair value of options granted to the service provider were estimated at the date of grant using the Black -Scholes -pricing -free Stock -based The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at September 30, 2021: Options Outstanding Options Exercisable Exercise Number Outstanding at Remaining Contractual Life Number Exercisable at Exercise $ 2.50 1,000,000 4.97 — $ — Stock option activities for the year ended September 30, 2021 were as follows: Number of Options Exercise Outstanding at October 1, 2020 — $ — Granted 1,000,000 2.50 Terminated/Exercised/Expired — — Outstanding at September 30, 2021 1,000,000 $ 2.50 Options exercisable at September 30, 2021 — $ — Options expected to vest 1,000,000 $ 2.50 The aggregate intrinsic value of stock options outstanding at September 30, 2021 was $0. A summary of the status of the Company’s nonvested stock options granted as of September 30, 2021 and changes during the year ended September 30, 2021 is presented below: Number of Exercise Nonvested at October 1, 2020 — $ — Granted 1,000,000 2.50 Vested — — Nonvested at September 30, 2021 1,000,000 $ 2.50 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 9 — INCOME TAXES The Company recorded no income tax expense for the three months ended December 31, 2021 and 2020 because the estimated annual effective tax rate was zero. As of December 31, 2021, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. | NOTE 8 INCOME TAXES The components for net income (loss) for the years ended September 30, 2021 and 2020 was as follows: Year Ended Year Ended United States $ (620,481 ) $ 31,292 Bermuda — — Malta (26,102 ) (131,854 ) United Kingdom (290,263 ) — Total $ (936,846 ) $ (100,562 ) The components of income taxes expense (benefit) for the years ended September 30, 2021 and 2020 consisted of the following: Year Ended Year Ended Current: Federal $ — $ — State — — Malta — — United Kingdom — — Total current income taxes expense $ — $ — Deferred: Federal $ (201,703 ) $ 7,643 State (38,419 ) 1,456 Malta (9,136 ) (46,149 ) United Kingdom (55,150 ) — Total deferred income taxes (benefit) $ (304,408 ) $ (37,050 ) Change in valuation allowance 304,408 37,050 Total income taxes expense $ — $ — The reconciliations of the statutory income tax rate and the Company’s effective income tax rate were as follows: Year Ended Year Ended Statutory federal income tax rate 21.0 % 21.0 % State tax 2.6 % (1.5 )% Non-U.S. income taxed at different rates (0.2 )% 18.4 % Permanent differences (0.1 )% (1.3 )% Valuation allowance (23.3 )% (36.6 )% Effective tax rate 0.0 % 0.0 % The components of the Company’s net deferred tax assets as of September 30, 2021 and 2020 were as follows: September 30, September 30, Deferred tax assets (liabilities): Loss carry-forwards $ 577,215 $ 293,328 Accrued directors’ compensation 42,635 32,635 Stock-based compensation 10,521 — Valuation allowance (630,371 ) (325,963 ) Total net deferred tax assets $ — $ — The Company provided a valuation allowance equal to the deferred income tax assets for years ended September 30, 2021 and 2020 because it is not presently known whether future taxable income will be sufficient to utilize the loss carry -forwards As of September 30, 2021, the Company had $1,373,304 in U.S. federal net operating loss carry -forwards -forwards -forwards -forwards As of September 30, 2021 and 2020, the Company did not identify any uncertain tax positions that would require either recognition or disclosure in the accompanying consolidated financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of September 30, 2021 and 2020. The Company has a December 31 tax year -end |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Related Party Transactions [Line Items] | |||
RELATED PARTY TRANSACTIONS | NOTE 8 — RELATED PARTY TRANSACTIONS Services provided by related parties The Company uses affiliate employees for various services such as the use of accountants to record the books and accounts of the Company at no charge to the Company, which are considered immaterial. Office space from related parties The Company uses office space of affiliate companies, free of rent, which is considered immaterial. Revenue from related party and cost of revenue from related party The Company’s general support services operate under a GSA with TCM providing personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount received is $1,600,000. The Company’s general support services operate under a GSA with FXDIRECT receiving personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount payable is $1,575,000. Both of the above entities are affiliates through common ownership. During the three months ended December 31, 2021 and 2020, general support services provided to the related party, which was recorded as revenue — general support services — related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended 2021 2020 Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 4,800,000 $ 4,800,000 During the three months ended December 31, 2021 and 2020, services received from the related party, which was recorded as cost of revenue — general support services — related party on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss were as follows: Three Months Ended 2021 2020 Service received from: FXDIRECT $ 4,725,000 $ 4,725,000 $ 4,725,000 $ 4,725,000 Due from affiliates At December 31, 2021 and September 30, 2021, due from related parties consisted of the following: December 31, 2021 September 30, 2021 NUKK Capital (*) $ 144,696 $ 144,696 TCM 2,469,703 2,473,177 Total $ 2,614,399 $ 2,617,873 (*) An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balance of due from NUKK Capital represent the Company’s prior investment in digital currency that was transferred to NUKK Capital in March 2019. The balance of due from TCM represent unsettled funds due related to the General Services Agreement and monies that the Company paid on behalf of TCM. Management believes that the related parties’ receivables are fully collectable. Therefore, no allowance for doubtful account is deemed to be required on its due from related parties at December 31, 2021 and September 30, 2021. The Company historically has not experienced uncollectible receivable from the related parties. Due to affiliates At December 31, 2021 and September 30, 2021, due to related parties consisted of the following: December 31, 2021 September 30, 2021 Forexware LLC (*) $ 624,229 $ 579,229 FXDIRECT 3,442,892 3,341,893 CMH 42,000 42,000 FXDD Trading (*) 296,144 294,670 Total $ 4,405,265 $ 4,257,792 (*) Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balances of due to related parties represent expenses paid by Forexware LLC, FXDIRECT, and FXDD Trading on behalf of the Company and advances from CMH. The balance due to FXDIRECT may also include unsettled funds due related to the General Service Agreement. The related parties’ payables are short -term -interest | NOTE 9 RELATED PARTY TRANSACTIONS Services provided by related parties The Company uses affiliate employees for various services such as the use of accountants to record the books and accounts of the Company at no charge to the Company, which are considered immaterial. Office space from related parties The Company uses office space of affiliate companies, free of rent, which is considered immaterial. Revenue from related party and cost of revenue from related party The Company’s general support services operate under a GSA with TCM providing personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount received is $1,600,000. The Company’s general support services operate under a GSA with FXDIRECT receiving personnel and technical support, marketing, accounting, risk monitoring, documentation processing and customer care and support. The minimum monthly amount payable is $1,575,000. Both of the above entities are affiliates through common ownership. During the years ended September 30, 2021 and 2020, general support services provided to the related party, which was recorded as revenue — general support services — related party on the accompanying consolidated statements of operations and comprehensive loss were as follows: Year Ended Year Ended Service provided to: TCM $ 19,200,000 $ 19,200,000 $ 19,200,000 $ 19,200,000 During the years ended September 30, 2021 and 2020, services received from the related party, which was recorded as cost of revenue — general support services — related party on the accompanying consolidated statements of operations and comprehensive loss were as follows: Year Ended Year Ended Service received from: FXDIRECT $ 18,900,000 $ 18,900,000 $ 18,900,000 $ 18,900,000 Due from affiliates At September 30, 2021 and 2020, due from related parties consisted of the following: September 30, September 30, NUKK Capital (*) $ 144,696 $ 144,696 TCM 2,473,177 3,565,076 Total $ 2,617,873 $ 3,709,772 (*) An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balances of due from NUKK Capital represent the Company’s prior investment in digital currency that was transferred to NUKK Capital in March 2019. The balance of due from TCM represent unsettled funds due related to the General Services Agreement and monies that the Company paid on behalf of TCM. Management believes that the related parties’ receivables are fully collectable. Therefore, no allowance for doubtful account is deemed to be required on its due from related parties at September 30, 2021 and 2020. The Company historically has not experienced uncollectible receivable from the related parties. Due to affiliates At September 30, 2021 and 2020, due to related parties consisted of the following: September 30, September 30, Forexware LLC (*) $ 579,229 $ 579,229 FXDIRECT 3,341,893 4,111,277 CMH 42,000 42,000 FXDD Trading (*) 294,670 471 Total $ 4,257,792 $ 4,732,977 (*) Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. The balances of due to related parties represent expenses paid by Forexware LLC, FXDIRECT, and FXDD Trading on behalf of the Company and advances from CMH. The balance due to FXDIRECT may also include unsettled funds due related to the General Service Agreement. The related parties’ payables are short -term -interest | |
Brilliant Acquisition Corp [Member] | |||
Related Party Transactions [Line Items] | |||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In May, August and September 2019, the Company issued an aggregate of 1,150,000 founder shares (the “Founder Shares”) to the initial shareholders for an aggregate purchase price of $25,000 in cash. The Founder Shares included an aggregate of up to 150,000 -allotment -allotment The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Promissory Note — Related Party and Due to Related Party On August 21, 2019, as amended on December 31, 2019, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $243,833 was outstanding under the Promissory Note as of June 26, 2020. The note was non -interest As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to three times, each by an additional three months (for a total of 21 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $460,000 ($0.10 per Unit), up to an aggregate of $1,380,000 or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months extension. Any such payments would be made in the form of a loan. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. On June 21, 2021, we issued an unsecured promissory note to our sponsor (the Promissory Note II), pursuant to which we could borrow up to an aggregate principal amount of $460,000. The note was non -interest 2021, the Promissory Note was amended such that it is due and payable on the date on which we consummate our initial business combination and was made effective as of October 1, 2021. The amount of $460,000 was outstanding under the Promissory Note II as of December 31, 2021 On September 21, 2021, we issued an unsecured promissory note to our sponsor (the Promissory Note III), pursuant to which we could borrow up to an aggregate principal amount of $461,000, of which $461,000 was outstanding under the Promissory Note III as of December 31, 2021. The $460,000 was borrowed for the three months extension deposit until December 23, 2021 and the other $1,000 was borrowed for the trust account management expense. The note was non -interest On December 23, 2021, we issued an unsecured promissory note to our sponsor (the Promissory Note IV), pursuant to which we could borrow up to an aggregate principal amount of $460,000. We borrowed $460,500 in total, including the $460,000 under the Promissory Note IV for the three months extension deposit until March 23, 2022 and $500 due to related party for the trust account management expense. The amount of $460,000 was outstanding under the Promissory Note IV as of December 31, 2021. The note was non -interest On March 20, 2022, we issued an unsecured promissory note to our sponsor (the Promissory Note V), pursuant to which we could borrow up to an aggregate principal amount of $634,594. The sponsor initially deposited $736,000 on March 18, 2022, and $101,406 was returned to the sponsor on March 28 ,2022 due to the fact that the Company’s shareholders elected to redeem an aggregate of 633,792 -interest |
Concentrations
Concentrations | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | ||
CONCENTRATIONS | NOTE 10 — CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the three months ended December 31, 2021 and 2020. Three Months Ended Customer 2021 2020 A – related party 97.8 % 100 % One customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, and accounts receivable — related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at December 31, 2021, accounted for 97.8% of the Company’s total outstanding accounts receivable, and accounts receivable — related party at December 31, 2021. One customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, and accounts receivable — related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at September 30, 2021, accounted for 97.8% of the Company’s total outstanding accounts receivable, and accounts receivable — related party at September 30, 2021. Suppliers The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s costs of revenues for the three months ended December 31, 2021 and 2020. Three Months Ended Supplier 2021 2020 A – related party 97.3 % 100 % One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable, and accounts payable — related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at December 31, 2021, accounted for 97.3% of the Company’s total outstanding accounts payable, and accounts payable — related party at December 31, 2021. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable, and accounts payable — related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at September 30, 2021, accounted for 98.8% of the Company’s total outstanding accounts payable, and accounts payable — related party at September 30, 2021. | NOTE 10 CONCENTRATIONS Customers The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended September 30, 2021 and 2020. Years Ended Customer 2021 2020 A – related party 99.5 % 100 % One customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable, and accounts receivable — related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at September 30, 2021, accounted for 97.8% of the Company’s total outstanding accounts receivable, and accounts receivable — related party at September 30, 2021. One customer, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable — related party (which is included in due from affiliates on the accompanying consolidated balance sheets) at September 30, 2020, accounted for 100.0% of the Company’s total outstanding accounts receivable — related party at September 30, 2020. Suppliers The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s costs of revenues for the years ended September 30, 2021 and 2020. Years Ended Supplier 2021 2020 A – related party 98.5 % 100 % One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable, and accounts payable — related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at September 30, 2021, accounted for 98.8% of the Company’s total outstanding accounts payable, and accounts payable — related party at September 30, 2021. One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable — related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at September 30, 2020, accounted for 100.0% of the Company’s total outstanding accounts payable — related party at September 30, 2020. |
Segment Information
Segment Information | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENT INFORMATION | NOTE 11 — SEGMENT INFORMATION For the three months ended December 31, 2021, the Company operated in two reportable business segments - (1) the general support services segment, in which we provide software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party, and (2) the financial services segment, in which we provide financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa. For the three months ended December 31, 2020, the Company operated in one reportable business segment — the general support services segment. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the three months ended December 31, 2021 and 2020 was as follows: Three Months Ended 2021 2020 Revenues General support services $ 4,800,000 $ 4,800,000 Financial services 329,015 — Total 5,129,015 4,800,000 Costs of revenues General support services 4,725,000 4,725,000 Financial services 160,842 — Total 4,885,842 4,725,000 Gross profit General support services 75,000 75,000 Financial services 168,173 — Total 243,173 75,000 Operating expenses Financial services 1,249,644 — Corporate/Other 937,152 127,085 Total 2,186,796 127,085 Other expense Financial services (1,216 ) — Corporate/Other — (1,510 ) Total (1,216 ) (1,510 ) Net income (loss) General support services 75,000 75,000 Financial services (1,082,687 ) — Corporate/Other (937,152 ) (128,595 ) Total (1,944,839 ) (53,595 ) Amortization Financial services 911,943 — Total $ 911,943 $ — Total assets at December 31, 2021 and September 30, 2021 December 31, 2021 September 30, 2021 Financial services $ 9,945,454 $ 13,703,140 Corporate/Other 9,232,534 2,956,696 Total $ 19,177,988 $ 16,659,836 | NOTE 11 SEGMENT INFORMATION For the year ended September 30, 2021, the Company operated in two reportable business segments — (1) the general support services segment, in which we provide software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party, and (2) the financial services segment, in which we provide financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa. For the year ended September 30, 2020, the Company operated in one reportable business segment — the general support services segment. The Company’s reportable segments are strategic business units that offer different services and products. They are managed separately based on the fundamental differences in their operations. Information with respect to these reportable business segments for the years ended September 30, 2021 and 2020 was as follows: Years Ended 2021 2020 Revenues General support services $ 19,200,000 $ 19,200,000 Financial services 86,964 — Total 19,286,964 19,200,000 Costs of revenues General support services 18,900,000 18,900,000 Financial services 293,011 — Total 19,193,011 18,900,000 Gross profit (loss) General support services 300,000 300,000 Financial services (206,047 ) — Total 93,953 300,000 Operating expenses Financial services 553,230 — Corporate/Other 473,127 413,115 Total 1,026,357 413,115 Other (expense) income Financial services (272 ) — Corporate/Other (4,170 ) 12,553 Total (4,442 ) 12,553 Net income (loss) General support services 300,000 300,000 Financial services (759,549 ) — Corporate/Other (477,297 ) (400,562 ) Total (936,846 ) (100,562 ) Amortization Financial services 469,286 — Total $ 469,286 $ — Total assets at September 30, 2021 and 2020 September 30, 2021 September 30, 2020 Financial services $ 13,703,140 $ — Corporate/Other 2,956,696 3,799,631 Total $ 16,659,836 $ 3,799,631 |
Contingency
Contingency | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Contingency [Line Items] | |||
CONTINGENCY | NOTE 12 — CONTINGENCY In April 16, 2020, the Company was named as a defendant in the Adversary Proceeding filed in the United States Bankruptcy Court for the District of Massachusetts (Case No. 15 -10745-FJB -01178 -in-interest | NOTE 12 CONTINGENCY In April 16, 2020, the Company was named as a defendant in the Adversary Proceeding filed in the United States Bankruptcy Court for the District of Massachusetts (Case No. 15 -10745-FJB -01178 -in-interest | |
Brilliant Acquisition Corp [Member] | |||
Contingency [Line Items] | |||
CONTINGENCY | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 23, 2020, the holders of the Founder Shares, Representative Shares (as defined in Note 7), Private Units (and their underlying securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) will be entitled to registration rights pursuant to a registration rights agreement. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company will grant the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of three and one half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $1,400,000. In connection with the underwriters’ exercise of their over -allotment Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $1,610,000, provided, however, that the this fee shall be reduced by an aggregate amount equal to 1.5% of the dollar amount of the Company’s securities purchased prior to the closing of the Business Combination by investors that: (i) are introduced to EarlyBirdCapital by the Company (or any of its direct or indirect affiliates); (ii) have not been previously introduced to a SPAC initial public offering by EarlyBirdCapital; (iii) continue to hold the Company’s ordinary shares through the closing of a Business Combination, and (iv) do not exercise redemption rights with respect thereto in connection with such Business Combination. In addition, the Company will pay EarlyBirdCapital a cash fee equal to 1.0% of the total consideration payable in a Business Combination if EarlyBirdCapital introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii). |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Subsequent Events [Line Items] | |||
SUBSEQUENT EVENTS | NOTE 13 — SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of the filing | NOTE 13 SUBSEQUENT EVENTS On October 20, 2021, the Company and the shareholders (the “Original Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”) entered into a Purchase and Sale Agreement (the “Jacobi Agreement”) pursuant to which the Company agreed to acquire 5.0% of the issued and outstanding ordinary shares of Jacobi in consideration of 20,000,000 | |
Brilliant Acquisition Corp [Member] | |||
Subsequent Events [Line Items] | |||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS Change of Directors On February 15, 2022, Mitchell Cariaga notified the Company that he is resigning from the Board of Directors (the “Board”) effective on that date. Prior to his resignation, Mr. Cariaga served as a member of the Audit Committee and the Compensation Committee, and as chair of the Nominating Committee. On February 18, 2022, Xiaoying Sun notified the Company that she is resigning from the Board effective on that date. Prior to her resignation, Ms. Sun served as a member of the Audit Committee and Nominating Committee and chair of the Compensation Committee. On February 24, 2022, the Board appointed Brian Ferrier and Yebo Shen to fill a vacancy on, and serve as members of, the Board, with immediate effect, until such time as he resigns or is removed and his successor appointed. There is no arrangement or understanding between Mr. Ferrier, Mr. Shen and the Company or any other person pursuant to which he was elected as a director. Mr. Ferrier will serve as a member of the Audit Committee and the Compensation Committee, and as chair of the Nominating Committee. Mr. Shen will serve as a member of the Audit Committee and the Nominating Committee and Chair of the Compensation Committee of the Board. Business Combination On February 22, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company and Nukkleus Inc., a Delaware corporation (“Nukkleus”). Upon consummation of the transactions contemplated by the Merger Agreement, Nukkleus would become the Nasdaq -listed The transactions contemplated by the Merger Agreement, are hereinafter referred to as the “Business Combination.” The Merger Agreement and the transactions contemplated thereby have been approved by the boards of directors of each of Brilliant and Nukkleus. Extension of the period of time to consummate its initial business combination On March 18, 2022, the shareholders of the Company approved the extension of the period of time the Company has to consummate its initial business combination by a further four months, or until July 23, 2022. In connection with the extension, the Sponsor deposited a net amount of $634,594 into the trust account, representing $0.16 per public ordinary share that was not redeemed in connection with the shareholder vote to approve the extension. The sponsor initially deposited $736,000 on March 18, 2022 and $101,406 was returned to the Sponsor on March 28, 2022 due to the fact that the shareholders elected to redeem an aggregate of 633,792 |
Investment, at Cost
Investment, at Cost | 3 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT, AT COST | NOTE 4 — INVESTMENT, AT COST At December 31, 2021, cost method investment amounted to $6,602,000. The investment represents the Company’s minority interest in Jacobi Asset Management Holdings Limited (“Jacobi”), a private company focused on digital asset management that has received regulatory approval to launch the world’s first tier one Bitcoin ETF. On December 15, 2021, the Company issued 20,000,000 shares of its common stock to Jacobi’s shareholders for acquisition of 5.0% equity interest of Jacobi. These shares were valued at $6,602,000, the fair market value on the grant date using the reported closing share price of the Company on the date of grant. In accordance with ASC Topic 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Company monitors its investment in the non -marketable |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Brilliant Acquisition Corp [Member] | |
Initial Public Offering [Line Items] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 4,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each Public Right entitles the holder to 1/10 of an ordinary share upon consummation of a Business Combination (see Note 7). Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 7). On June 30, 2020, the underwriters fully exercised their over -allotment |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Brilliant Acquisition Corp [Member] | |
Private Placement [Line Items] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, directors of the Company and the Company’s business advisors purchased an aggregate of 240,000 Private Units at a price of $10.00 per Private Unit, or $2,400,000, from the Company in a private placement. As a result of the underwriters’ election to fully exercise their over -allotment |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Brilliant Acquisition Corp [Member] | |
Shareholders' Equity [Line Items] | |
SHAREHOLDERS’ EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY Ordinary Shares Rights -tenth -converted If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of ordinary shares underlying the rights. Warrants — five The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant: • • • -trading • -day In addition, if (x) the Company issues additional ordinary shares or equity -linked The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non -redeemable If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. Representative Shares EarlyBirdCapital and its designees purchased 100,000 ordinary shares (the “Representative Shares) for an aggregate price of $10.00. The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to shareholders’ equity. The Company estimated the fair value of the Representative Shares to be $2,200 based upon the price of the Founder Shares issued to the initial shareholders. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or rights to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock -up |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Brilliant Acquisition Corp [Member] | |
Derivative Warrant Liabilities [Line Items] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of December 31, 2021 and 2020, the Company had 261,000 Private Warrants outstanding. The Private Warrants are recognized as warrant liabilities and subsequently measured at fair value. The Private Warrants will be identical to the Public Warrants (see Note 7) underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non -redeemable |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2021 and 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, franchise tax payable and notes payable to related party approximate their fair values due to the short -term As noted in Note 8, the Company has concluded that its Private Warrants should be presented as liabilities with subsequent fair value remeasurement. Accordingly, the fair value of the Private Warrants was classified from Level 1 measurement to Level 3 measurement. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value of held to maturity securities as follows. Level December 31, December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 47,387,687 $ 46,003,053 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 180,479 $ 247,634 The fair value of the Private Warrants was estimated using Binomial model for the years ended December 31, 2021 and 2020. For the years ended December 31, 2021, and 2020, on the statements of operations, the Company recognized a decrease of $67,155 and an increase of $172,787 in the fair value of warrant liabilities presented respectively, as change in fair value of derivative warrant liabilities on the accompanying statement of operations. The estimated fair value of the Private Warrants is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates: December 31, December 31, Volatility 10.50 % 15.50 % Share price 10.20 10.14 Expected life of the warrants to convert 5.56 5.50 Risk free rate 1.37 % 1.14 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the years ended December 31, 2021 and 2020 was as below: Derivative warrant liabilities as of December 31, 2019 $ — Issuance of Private Warrants 74,847 Change in fair value of derivative warrant liabilities 172,787 Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Change in fair value of derivative warrant liabilities (67,155 ) Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Accounting Policies, by Policy (Policies) [Line Items] | |||
Use of Estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three months ended December 31, 2021 and 2020 include the useful life of intangible assets, assumptions used in assessing impairment of long -term -based As described in Note 1, in fiscal year 2021, the Company completed its acquisition of Match in accordance with the terms of the Match Agreement. In February 2022, a third party valuation report in connection with the acquisition was completed. As a result, the Company adjusted the previous estimated allocation to reflect the results of the third party valuation. The Company decreased its cost of intangible assets by $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. Based on the carrying value of intangible assets as of September 30, 2021 and those adjustments during the three months ended December 31, 2021, the effect of this change in estimate was an increase in amortization expense of $559,802 and an increase in net loss of $559,802. | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the years ended September 30, 2021 and 2020 include the initial valuation and useful life of intangible assets, assumptions used in assessing impairment of long -term -based | |
Cash and Cash Equivalents | Cash and cash equivalents At December 31, 2021 and September 30, 2021, the Company’s cash balances by geographic area were as follows: Country: December 31, 2021 September 30, 2021 United States $ 6,005 11.9 % $ 327,443 92.1 % United Kingdom 44,444 87.8 % 28,056 7.9 % Malta 174 0.3 % 174 0.0 % Total cash $ 50,623 100.0 % $ 355,673 100.0 % For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2021 and September 30, 2021. | Cash and cash equivalents At September 30, 2021 and 2020, the Company’s cash balances by geographic area were as follows: Country: September 30, September 30, United States $ 327,443 92.1 % $ 82,675 99.8 % England 28,056 7.9 % — — Malta 174 0.0 % 174 0.2 % Total cash $ 355,673 100.0 % $ 82,849 100.0 % For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2021 and 2020. | |
Concentration of Credit Risk | Credit risk and uncertainties The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally -insured institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At December 31, 2021, the Company’s cash balances in United States bank accounts were not in excess of the federally -insured Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short -term | Credit risk and uncertainties The Company maintains a portion of its cash in bank and financial institution deposits within U.S. that at times may exceed federally -insured -insured Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. A portion of the Company’s sales are credit sales which is to the customer whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to short -term | |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit -worthiness | Accounts receivable and allowance for doubtful accounts Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s payment history, its current credit -worthiness Management believes that the accounts receivable are fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable at September 30, 2021. The Company historically has not experienced significant uncollectible accounts receivable. | |
Prepaid expense and other current assets | Prepaid expense and other current assets Prepaid expense and other current assets primarily consist of prepaid OTC Markets listing fees, which are recognized as expense over the related listing periods. As of December 31, 2021 and September 30, 2021, prepaid expense and other current assets amounted to $12,588 and $12,221, respectively. | Prepaid expense and other current assets Prepaid expense and other current assets primarily consist of prepaid OTC Markets listing fees, which are recognized as expense over the related listing periods. As of September 30, 2021 and 2020, prepaid expense and other current assets amounted to $12,221 and $7,010, respectively. | |
Intangible assets | Intangible assets Intangible assets consist of trade names, regulatory licenses and technology, which are being amortized on a straight -line | Intangible assets Intangible assets consist of license and banking infrastructure, which are being amortized on a straight -line | |
Impairment of long-lived assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long -lived -lived | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long -lived -lived | |
Revenue recognition | Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: • • | Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: • • | |
Disaggregation of revenues | Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa In the following table, revenues are disaggregated by segment for the three months ended December 31, 2021 and 2020: Three Months Ended Revenue Stream 2021 2020 General support services $ 4,800,000 $ 4,800,000 Financial services 329,015 — Total revenues $ 5,129,015 $ 4,800,000 | Disaggregation of revenues The Company’s revenues stream detail are as follows: Revenue Stream Revenue Stream Detail General support services Providing software, technology, customer sales and marketing and risk management technology hardware and software solutions package under a GSA to a related party Financial services Providing financial services to enable conversion of fiat currencies to cryptocurrencies and vice versa In the following table, revenues are disaggregated by segment for the years ended September 30, 2021 and 2020: Years Ended Revenue Stream 2021 2020 General support services $ 19,200,000 $ 19,200,000 Financial services 86,964 — Total revenues $ 19,286,964 $ 19,200,000 | |
Advertising and marketing costs | Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three months ended December 31, 2021 and 2020, advertising and marketing costs amounted to $35,222 and $0, respectively, which was included in other general and administrative expense on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. | Advertising costs All costs related to advertising are expensed as incurred. For the years ended September 30, 2021 and 2020, advertising costs amounted to $17,874 and $0, respectively, which was included in other general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. | |
Stock-based compensation | Stock-based compensation The Company accounts for its stock -based -based -employees -Scholes -pricing | Stock-based compensation The Company accounts for its stock -based -based -employees -Scholes -pricing | |
Income Taxes | Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry -forward The Company follows the provisions of FASB ASC 740 -10 -10 -likely-than-not | Income taxes The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry -forward The Company follows the provisions of FASB ASC 740 -10 -10 -likely-than-not | |
Foreign currency translation | Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar and the functional currency of Match Financial Limited and its subsidiaries is the British Pound (“GBP”). Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at December 31, 2021 and September 30, 2021 were translated at 0.7389 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the three months ended December 31, 2021 was 0.7422 GBP to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | Foreign currency translation The reporting currency of the Company is U.S. Dollars. The functional currency of the parent company, Nukkleus Inc., Nukkleus Limited, Nukkleus Malta Holding Ltd. and its subsidiaries, is the U.S. dollar and the functional currency of Match Financial Limited and its subsidiaries is the British Pound (“GBP”). Monetary assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated using average rates during each reporting period, and shareholders’ equity is translated at historical exchange rates. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Most of the Company’s revenue transactions are transacted in the functional currency of the Company. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Asset and liability accounts at September 30, 2021 were translated at 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the period from May 28, 2021 through September 30, 2021 was 0.7224 GBP to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid -in | Comprehensive loss Comprehensive loss is comprised of net loss and all changes to the statements of equity, except those due to investments by stockholders, changes in paid -in | |
Segment reporting | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment, and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. | Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”), who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. The Company has determined that it has two reportable business segments: general support services segment, and financial services segment. These reportable segments offer different types of services and products, have different types of revenue, and are managed separately as each requires different operating strategies and management expertise. | |
Net Loss Per Ordinary Share | Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three months ended December 31, 2021 and 2020, potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if -converted -dilutive -dilutive The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive: Three Months Ended 2021 2020 Stock options 1,000,000 — Convertible preferred stock — 1,250,000 Potentially dilutive securities 1,000,000 1,250,000 | Per share data ASC Topic 260, Earnings per Share, requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of common stock options (using the treasury stock method) and the conversion of Series A preferred stock (using the if -converted -dilutive -dilutive Years Ended 2021 2020 Stock options 1,000,000 — Convertible preferred stock 1,250,000 1,250,000 Potentially dilutive securities 2,250,000 1,250,000 | |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows. | ||
Recently Issued Accounting Standards | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“Topic 326”). -13 In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurements -13 when preparing fair value measurement disclosures. ASU 2018 -13 In December 2019, the FASB issued ASU 2019 -12 Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures. | Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (“Topic 326”). -13 In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurements -13 -13 In December 2019, the FASB issued ASU 2019 -12 Simplifying the Accounting for Income Taxes Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. | |
Financial Instruments | Fair value of financial instruments and fair value measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short -term | ||
Cost method investment | Cost method investment Investment in which the Company does not have the ability to exercise significant influence over operating and financial matters is accounted for using the cost method. Under the cost method, investment is recorded at cost, with gains and losses recognized as of the sale date, and income recorded when received. The Company periodically evaluates its cost method investment for impairment due to decline considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other income (expense), net” in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, and a new basis in the investment is established. | ||
Brilliant Acquisition Corp [Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term -cash -cash | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | ||
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. | ||
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net Loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The redeemable ordinary shares are included in the denominator of the EPS calculation reflecting a single class of common shares. This is because the redemption feature for all of the ordinary shares is at fair value, and therefore it does not create a different class of shares or other EPS adjustment (i.e. no adjustment to the numerator). The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other shareholders, because the shares could be sold on the open market. Years Ended 2021 2020 Net loss $ (599,127 ) $ (317,737 ) Weighted average shares outstanding, basic and diluted 6,111,000 3,697,454 Basic and diluted net loss per ordinary share $ (0.10 ) $ (0.09 ) | ||
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 Other than the above, there are no other recently issued accounting standards which are applicable to the Company. | ||
Financial Instruments | Financial Instruments The Company analyses all financial instruments with features of both liabilities and equity under ASC Topic 480 “Distinguishing Liabilities from Equity” and ASC Topic 815 “Derivatives and Hedging”. Pursuant to its Initial Public Offering, the Company sold 4,600,000 Units (including underwriters’ full exercise over -allotment | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | ||
Marketable securities held in Trust Account | Marketable securities held in Trust Account As of December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were held in money market funds, which primarily invest in U.S. Treasury Bills. The Company had $47,387,687 and 46,003,053 in Marketable securities held in the Trust Account as of December 31, 2021and 2020 respectively. | ||
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary share is classified as stockholders’ equity. The Company’s Public Shares feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Public Shares subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Accordingly, as of December 31, 2021 and 2020, 4,600,000 shares of Public Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Public Shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480 -10-S99 For the year ended December 31, 2021 and 2020, the ordinary shares reflected in the balance sheets is reconciled in the following table: | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short -term | ||
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed -10 The Company sold 261,000 Private Warrants in connection to its Initial Public Offering (“Liability Warrant”) (see Note 4). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |||
Schedule of cash balances by geographic area | Country: December 31, 2021 September 30, 2021 United States $ 6,005 11.9 % $ 327,443 92.1 % United Kingdom 44,444 87.8 % 28,056 7.9 % Malta 174 0.3 % 174 0.0 % Total cash $ 50,623 100.0 % $ 355,673 100.0 % | Country: September 30, September 30, United States $ 327,443 92.1 % $ 82,675 99.8 % England 28,056 7.9 % — — Malta 174 0.0 % 174 0.2 % Total cash $ 355,673 100.0 % $ 82,849 100.0 % | |
Schedule of revenues are disaggregated by segment | Three Months Ended Revenue Stream 2021 2020 General support services $ 4,800,000 $ 4,800,000 Financial services 329,015 — Total revenues $ 5,129,015 $ 4,800,000 | Years Ended Revenue Stream 2021 2020 General support services $ 19,200,000 $ 19,200,000 Financial services 86,964 — Total revenues $ 19,286,964 $ 19,200,000 | |
Schedule of diluted net income (loss) per share | Three Months Ended 2021 2020 Stock options 1,000,000 — Convertible preferred stock — 1,250,000 Potentially dilutive securities 1,000,000 1,250,000 | Years Ended 2021 2020 Stock options 1,000,000 — Convertible preferred stock 1,250,000 1,250,000 Potentially dilutive securities 2,250,000 1,250,000 | |
Brilliant Acquisition Corp [Member] | |||
Summary of Significant Accounting Policies (Tables) [Line Items] | |||
Schedule of diluted net income (loss) per share | Years Ended 2021 2020 Net loss $ (599,127 ) $ (317,737 ) Weighted average shares outstanding, basic and diluted 6,111,000 3,697,454 Basic and diluted net loss per ordinary share $ (0.10 ) $ (0.09 ) | ||
Schedule of ordinary shares reflected in the balance sheets | Gross proceeds $ 46,000,000 Less: proceeds allocated to public warrants (1,380,000 ) Less: ordinary share issuance costs (2,007,079 ) Add: Accretion of carrying value to redemption value 3,387,079 Ordinary shares subject to possible redemption as of December 31, 2020 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Ordinary shares subject to possible redemption as of December 31, 2021 46,007,687 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of summarizes total consideration transferred | May 28, Assets acquired: Cash $ 21,370 Accounts receivable 46,602 Other current assets 142 Intangible assets 14,010,631 Total assets 14,078,745 Liabilities assumed: Accounts payable and accrued liabilities 78,745 Total liabilities 78,745 Purchase price $ 14,000,000 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | Useful Life December 31, 2021 September 30, 2021 Licenses and banking infrastructure (1) 10 Years $ — $ 14,085,402 Trade names 3 Years 784,246 — Regulatory licenses 3 Years 138,751 — Technology 5 Years 10,300,774 — Less: accumulated amortization (1,381,229 ) (469,286 ) $ 9,842,542 $ 13,616,116 (1) In February 2022, a third party valuation report in connection with acquisition was completed. As a result, the Company adjusted the previous estimated allocation to reflect the results of the third party valuation. The Company decreased its cost of intangible assets of $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. | Useful Life September 30, License and banking infrastructure 10 Years $ 14,085,402 Less: accumulated amortization (469,286 ) $ 13,616,116 |
Schedule of amortization of intangible assets attributable to future periods | For the Twelve-month Period Ending December 31: Amortization Amount 2022 $ 2,367,821 2023 2,367,821 2024 2,188,349 2025 2,060,155 2026 and thereafter 858,396 $ 9,842,542 | For the twelve-month period ending September 30: Amortization 2022 $ 1,408,540 2023 1,408,540 2024 1,408,540 2025 1,408,540 2026 and thereafter 7,981,956 $ 13,616,116 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accounts payable and accrued liabilities | December 31, 2021 September 30, 2021 Directors’ compensation $ 180,538 $ 170,538 Professional fees 295,719 125,697 Accounts payable 97,407 54,831 Other 5,687 29,655 Total $ 579,351 $ 380,721 | September 30, September 30, Directors’ compensation $ 170,538 $ 130,537 Professional fees 125,697 46,640 Accounts payable 54,831 — Interest payable — 35,229 Other 29,655 — Total $ 380,721 $ 212,406 |
Share Capital (Tables)
Share Capital (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Share Capital [Abstract] | ||
Schedule of common stock issuable upon exercise of options outstanding | Options Outstanding Options Exercisable Exercise Number Outstanding at December 31, 2021 Remaining Contractual Life (Years) Number Exercisable at December 31, 2021 Exercise $ 2.50 1,000,000 4.72 1,000,000 $ 2.50 | Options Outstanding Options Exercisable Exercise Number Outstanding at Remaining Contractual Life Number Exercisable at Exercise $ 2.50 1,000,000 4.97 — $ — |
Schedule of stock option | Number of Options Exercise Outstanding at October 1, 2021 1,000,000 $ 2.50 Granted — — Terminated / Exercised / Expired — — Outstanding at December 31, 2021 1,000,000 $ 2.50 Options exercisable at December 31, 2021 1,000,000 $ 2.50 | Number of Options Exercise Outstanding at October 1, 2020 — $ — Granted 1,000,000 2.50 Terminated/Exercised/Expired — — Outstanding at September 30, 2021 1,000,000 $ 2.50 Options exercisable at September 30, 2021 — $ — Options expected to vest 1,000,000 $ 2.50 |
Schedule of nonvested stock options granted | Number of Exercise Nonvested at October 1, 2020 — $ — Granted 1,000,000 2.50 Vested — — Nonvested at September 30, 2021 1,000,000 $ 2.50 | |
Schedule of nonvested stock options granted | Number of Options Exercise Nonvested at October 1, 2021 1,000,000 $ 2.50 Granted — — Vested (1,000,000 ) (2.50 ) Nonvested at December 31, 2021 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net income (loss) | Year Ended Year Ended United States $ (620,481 ) $ 31,292 Bermuda — — Malta (26,102 ) (131,854 ) United Kingdom (290,263 ) — Total $ (936,846 ) $ (100,562 ) |
Schedule of income taxes expense (benefit) | Year Ended Year Ended Current: Federal $ — $ — State — — Malta — — United Kingdom — — Total current income taxes expense $ — $ — Deferred: Federal $ (201,703 ) $ 7,643 State (38,419 ) 1,456 Malta (9,136 ) (46,149 ) United Kingdom (55,150 ) — Total deferred income taxes (benefit) $ (304,408 ) $ (37,050 ) Change in valuation allowance 304,408 37,050 Total income taxes expense $ — $ — |
Schedule of effective income tax rate reconciliation | Year Ended Year Ended Statutory federal income tax rate 21.0 % 21.0 % State tax 2.6 % (1.5 )% Non-U.S. income taxed at different rates (0.2 )% 18.4 % Permanent differences (0.1 )% (1.3 )% Valuation allowance (23.3 )% (36.6 )% Effective tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets | September 30, September 30, Deferred tax assets (liabilities): Loss carry-forwards $ 577,215 $ 293,328 Accrued directors’ compensation 42,635 32,635 Stock-based compensation 10,521 — Valuation allowance (630,371 ) (325,963 ) Total net deferred tax assets $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Schedule of related party transaction | Three Months Ended 2021 2020 Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 4,800,000 $ 4,800,000 Three Months Ended 2021 2020 Service received from: FXDIRECT $ 4,725,000 $ 4,725,000 $ 4,725,000 $ 4,725,000 | Year Ended Year Ended Service provided to: TCM $ 19,200,000 $ 19,200,000 $ 19,200,000 $ 19,200,000 Year Ended Year Ended Service received from: FXDIRECT $ 18,900,000 $ 18,900,000 $ 18,900,000 $ 18,900,000 |
Schedule of due from affiliates | December 31, 2021 September 30, 2021 NUKK Capital (*) $ 144,696 $ 144,696 TCM 2,469,703 2,473,177 Total $ 2,614,399 $ 2,617,873 | September 30, September 30, NUKK Capital (*) $ 144,696 $ 144,696 TCM 2,473,177 3,565,076 Total $ 2,617,873 $ 3,709,772 (*) An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Schedule of due to affiliates | December 31, 2021 September 30, 2021 Forexware LLC (*) $ 624,229 $ 579,229 FXDIRECT 3,442,892 3,341,893 CMH 42,000 42,000 FXDD Trading (*) 296,144 294,670 Total $ 4,405,265 $ 4,257,792 | September 30, September 30, Forexware LLC (*) $ 579,229 $ 579,229 FXDIRECT 3,341,893 4,111,277 CMH 42,000 42,000 FXDD Trading (*) 294,670 471 Total $ 4,257,792 $ 4,732,977 (*) Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | ||
Schedule of customer and supplier revenues | Three Months Ended Customer 2021 2020 A – related party 97.8 % 100 % Three Months Ended Supplier 2021 2020 A – related party 97.3 % 100 % | Years Ended Customer 2021 2020 A – related party 99.5 % 100 % Years Ended Supplier 2021 2020 A – related party 98.5 % 100 % |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of reportable business segments | Three Months Ended 2021 2020 Revenues General support services $ 4,800,000 $ 4,800,000 Financial services 329,015 — Total 5,129,015 4,800,000 Costs of revenues General support services 4,725,000 4,725,000 Financial services 160,842 — Total 4,885,842 4,725,000 Gross profit General support services 75,000 75,000 Financial services 168,173 — Total 243,173 75,000 Operating expenses Financial services 1,249,644 — Corporate/Other 937,152 127,085 Total 2,186,796 127,085 Other expense Financial services (1,216 ) — Corporate/Other — (1,510 ) Total (1,216 ) (1,510 ) Net income (loss) General support services 75,000 75,000 Financial services (1,082,687 ) — Corporate/Other (937,152 ) (128,595 ) Total (1,944,839 ) (53,595 ) Amortization Financial services 911,943 — Total $ 911,943 $ — | Years Ended 2021 2020 Revenues General support services $ 19,200,000 $ 19,200,000 Financial services 86,964 — Total 19,286,964 19,200,000 Costs of revenues General support services 18,900,000 18,900,000 Financial services 293,011 — Total 19,193,011 18,900,000 Gross profit (loss) General support services 300,000 300,000 Financial services (206,047 ) — Total 93,953 300,000 Operating expenses Financial services 553,230 — Corporate/Other 473,127 413,115 Total 1,026,357 413,115 Other (expense) income Financial services (272 ) — Corporate/Other (4,170 ) 12,553 Total (4,442 ) 12,553 Net income (loss) General support services 300,000 300,000 Financial services (759,549 ) — Corporate/Other (477,297 ) (400,562 ) Total (936,846 ) (100,562 ) Amortization Financial services 469,286 — Total $ 469,286 $ — |
Schedule of total assets | Total assets at December 31, 2021 and September 30, 2021 December 31, 2021 September 30, 2021 Financial services $ 9,945,454 $ 13,703,140 Corporate/Other 9,232,534 2,956,696 Total $ 19,177,988 $ 16,659,836 | Total assets at September 30, 2021 and 2020 September 30, 2021 September 30, 2020 Financial services $ 13,703,140 $ — Corporate/Other 2,956,696 3,799,631 Total $ 16,659,836 $ 3,799,631 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis | Level December 31, December 31, Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 47,387,687 $ 46,003,053 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 180,479 $ 247,634 |
Schedule of Level 3 fair value measurements inputs of company’s warrants at their measurement dates | December 31, December 31, Volatility 10.50 % 15.50 % Share price 10.20 10.14 Expected life of the warrants to convert 5.56 5.50 Risk free rate 1.37 % 1.14 % Dividend yield 0.00 % 0.00 % |
Schedule of fair value of the derivative warrant liabilities | Derivative warrant liabilities as of December 31, 2019 $ — Issuance of Private Warrants 74,847 Change in fair value of derivative warrant liabilities 172,787 Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Change in fair value of derivative warrant liabilities (67,155 ) Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 |
The Company History and Natur_2
The Company History and Nature of The Business (Details) - USD ($) | Dec. 15, 2021 | Jun. 25, 2021 | Mar. 28, 2022 | Dec. 23, 2021 | Oct. 20, 2021 | Sep. 20, 2021 | Aug. 30, 2021 | May 28, 2021 | Jun. 29, 2020 | Jun. 26, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 18, 2022 | Dec. 30, 2021 | Jun. 22, 2021 | Sep. 30, 2020 |
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Incurred net loss | $ 1,944,839 | $ 936,846 | |||||||||||||||
Working capital deficit | 2,251,170 | $ 1,594,793 | |||||||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||||||||
Net proceeds of initial public offering | $ 40,000,000 | ||||||||||||||||
Transaction costs | $ 2,069,154 | ||||||||||||||||
Underwriting fees | 1,610,000 | ||||||||||||||||
Other offering cost | 459,154 | ||||||||||||||||
Cash in trust account | $ 282,903 | $ 282,903 | |||||||||||||||
Fair market value, percentage | 80.00% | 80.00% | |||||||||||||||
Trust account price per share (in Dollars per share) | $ 10 | ||||||||||||||||
Redemption percentage | 15.00% | ||||||||||||||||
Sponsor to first account | $ 460,000 | ||||||||||||||||
Sponsor to second deposit | $ 460,000 | ||||||||||||||||
Sponsor of third deposit | $ 460,000 | ||||||||||||||||
Trust account per share value | $ 10 | ||||||||||||||||
Company bank account | $ 282,903 | 282,903 | |||||||||||||||
Cash held in the trust account | 47,387,687 | 47,387,687 | |||||||||||||||
Working capital | $ 1,651,528 | $ 1,651,528 | |||||||||||||||
Ordinary shares outstanding (in Shares) | 352,024,371 | 352,024,371 | 332,024,371 | 230,485,100 | |||||||||||||
IPO [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Consummated sale of units (in Shares) | 4,000,000 | ||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||||||||
Gross proceeds | $ 40,000,000 | $ 2,400,000 | |||||||||||||||
Sale of private units (in Shares) | 240,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Deposit | $ 736,000 | ||||||||||||||||
Deposit returned | $ 101,406 | ||||||||||||||||
Aggregate shares (in Shares) | 633,792 | ||||||||||||||||
Subsequent Event [Member] | Brilliant [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 0.16 | ||||||||||||||||
Deposit | $ 634,594 | ||||||||||||||||
Sponsor [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 0.3 | $ 0.3 | |||||||||||||||
Business Combination [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Number of shares acquired (in Shares) | 20,000,000 | ||||||||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | 50.00% | |||||||||||||||
Business combination net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||||||||||
Business combination, description | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). | ||||||||||||||||
Business Combination [Member] | IPO [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Business combination, description | In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $460,000 or $0.10 per Unit, up to an aggregate of $1,380,000, or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months extension. | ||||||||||||||||
Business Combination [Member] | Over-Allotment Option [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Business combination, description | the underwriters notified the Company of their intention to exercise their over-allotment option in full. As such, on June 30, 2020, the Company consummated the sale of an additional 600,000 Units, at $10.00 per Unit, and the sale of an additional 21,000 Private Units, at $10.00 per 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. | ||||||||||||||||
Match Agreement [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Percentage of shares | 30.00% | 70.00% | |||||||||||||||
Balance of ordinary shares (in Shares) | 493 | ||||||||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | ||||||||||||||||
Match Agreement [Member] | Business Combination [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Number of shares acquired (in Shares) | 1,152 | ||||||||||||||||
Match Agreement [Member] | Business Acquisition [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Number of shares acquired (in Shares) | 70,000,000 | ||||||||||||||||
Consideration of shares (in Shares) | 70,000,000 | ||||||||||||||||
Jacobi Agreement [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Acquire to issued and outstanding percentage | 5.00% | ||||||||||||||||
Consideration of shares (in Shares) | 20,000,000 | ||||||||||||||||
Jacobi Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Acquire to issued and outstanding percentage | 5.00% | ||||||||||||||||
Consideration of shares (in Shares) | 20,000,000 | ||||||||||||||||
Digiclear Agreement [Member] | Common Stock [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Ordinary shares outstanding (in Shares) | 5,400,000 | ||||||||||||||||
Consideration shares (in Shares) | 15,151,515 | ||||||||||||||||
GSA [Member] | TCM [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Generated revenue per month | $ 1,600,000 | $ 1,600,000 | |||||||||||||||
Percentage of shares owned | 79.00% | 79.00% | |||||||||||||||
FXDIRECT [Member] | TCM [Member] | |||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||
Related party transaction expense | $ 1,575,000 | $ 1,575,000 | |||||||||||||||
Termination of agreement, in days | 90 days | 90 days |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Federally-insured limits | $ 250,000 | $ 250,000 | $ 250,000 | |||
Cash | 77,000 | |||||
Other current assets | $ 12,588 | 12,588 | 12,221 | $ 7,010 | ||
Advertising costs | $ 17,874 | $ 0 | ||||
Foreign Currency Translation Description | The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.Asset and liability accounts at December 31, 2021 and September 30, 2021 were translated at 0.7389 GBP and 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the three months ended December 31, 2021 was 0.7422 GBP to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.Asset and liability accounts at September 30, 2021 were translated at 0.7426 GBP to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the period from May 28, 2021 through September 30, 2021 was 0.7224 GBP to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. | ||||
Intangible assets | $ 2,861,631 | 2,861,631 | ||||
Amortization expense | 559,802 | |||||
Increase in net loss | 559,802 | |||||
Advertising and marketing costs | $ 35,222 | $ 0 | ||||
Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life | 10 years | |||||
Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life | 3 years | |||||
Brilliant Acquisition Corp [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
cash | $ 283,403 | 283,403 | ||||
Non cash equivalents | 282,903 | $ 712,817 | ||||
Marketable securities held in the trust account | $ 47,387,687 | $ 46,003,053 | $ 47,387,687 | $ 46,003,053 | ||
Subject to possible redemption of shares (in Shares) | 4,600,000 | |||||
Ordinary shares, per share (in Dollars per share) | $ 10 | |||||
Federal deposit insurance coverage | $ 250,000 | |||||
Ordinary Shares [Member] | Brilliant Acquisition Corp [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 261,000 | 261,000 | ||||
Use Rights [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Estimated useful life | 10 years | |||||
Financial Instruments [Member] | Brilliant Acquisition Corp [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 4,600,000 | 4,600,000 | ||||
Over-Allotment Option [Member] | Brilliant Acquisition Corp [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 6,000,000 | 6,000,000 | ||||
Initial Public Offering [Member] | Brilliant Acquisition Corp [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 261,000 | 261,000 | ||||
Warrant [Member] | Brilliant Acquisition Corp [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 261,000 | 261,000 | ||||
Initial public offering of warrants (in Shares) | 261,000 | |||||
Private Rights [Member] | Brilliant Acquisition Corp [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 261,000 | 261,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||||
Total cash | $ 50,623 | $ 355,673 | $ 355,673 | $ 82,849 |
Cash percentage | 100.00% | 100.00% | 100.00% | 100.00% |
United States [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||||
Total cash | $ 6,005 | $ 327,443 | $ 327,443 | $ 82,675 |
Cash percentage | 11.90% | 92.10% | 92.10% | 99.80% |
England [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||||
Total cash | $ 28,056 | $ 28,056 | ||
Cash percentage | 7.90% | |||
Malta [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||||
Total cash | $ 174 | $ 174 | $ 174 | $ 174 |
Cash percentage | 0.30% | 0.00% | 0.00% | 0.20% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenues are disaggregated by segment - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of revenues are disaggregated by segment [Abstract] | ||||
General support services | $ 4,800,000 | $ 4,800,000 | $ 19,200,000 | $ 19,200,000 |
Financial services | 329,015 | 86,964 | ||
Total revenues | $ 5,129,015 | $ 4,800,000 | $ 19,286,964 | $ 19,200,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of diluted net income (loss) per share - shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of diluted net income (loss) per share [Abstract] | ||||
Stock options | 1,000,000 | 1,000,000 | ||
Convertible preferred stock | 1,250,000 | 1,250,000 | 1,250,000 | |
Potentially dilutive securities | 1,000,000 | 1,250,000 | 2,250,000 | 1,250,000 |
Acquisition (Details)
Acquisition (Details) - $ / shares | 1 Months Ended | |
Aug. 30, 2021 | May 28, 2021 | |
Acquisition (Details) [Line Items] | ||
Ordinary shares acquired | 1,152 | |
Match Agreement [Member] | ||
Acquisition (Details) [Line Items] | ||
Issued and outstanding shares | 30.00% | 70.00% |
Balance of ordinary shares | 493 | |
Additional number of shares acquired | 30,000,000 | |
Match Agreement [Member] | Business Acquisition [Member] | ||
Acquisition (Details) [Line Items] | ||
Shares issued | 70,000,000 | |
Stock Purchase Agreement [Member] | Match Agreement [Member] | ||
Acquisition (Details) [Line Items] | ||
Issued and outstanding shares | 30.00% | |
Balance of ordinary shares | 493 | |
Additional number of shares acquired | 30,000,000 | |
Company issued price per share (in Dollars per share) | $ 0.14 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of summarizes total consideration transferred | May 28, 2021USD ($) |
Assets acquired: | |
Cash | $ 21,370 |
Accounts receivable | 46,602 |
Other current assets | 142 |
Intangible assets | 14,010,631 |
Total assets | 14,078,745 |
Liabilities assumed: | |
Accounts payable and accrued liabilities | 78,745 |
Total liabilities | 78,745 |
Purchase price | $ 14,000,000 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 911,943 | $ 469,286 | ||
Description, of intangible assets | The Company decreased its cost of intangible assets of $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. |
Intangible assets (Details) - S
Intangible assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2020 | |
Intangible assets (Details) - Schedule of intangible assets [Line Items] | |||
Less: accumulated amortization | $ (469,286) | ||
Total intangible asset | $ 13,616,116 | $ 9,842,542 | |
License and banking infrastructure [Member] | |||
Intangible assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful Life | 10 years | ||
Intangible asset | $ 14,085,402 |
Intangible assets (Details) -_2
Intangible assets (Details) - Schedule of amortization of intangible assets attributable to future periods - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule of amortization of intangible assets attributable to future periods [Abstract] | |||
2022 | $ 2,367,821 | $ 1,408,540 | |
2023 | 2,367,821 | 1,408,540 | |
2024 | 2,188,349 | 1,408,540 | |
2025 | 2,060,155 | 1,408,540 | |
2026 and thereafter | 858,396 | 7,981,956 | |
Total | $ 9,842,542 | $ 13,616,116 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule of accounts payable and accrued liabilities [Abstract] | |||
Directors’ compensation | $ 180,538 | $ 170,538 | $ 130,537 |
Professional fees | 295,719 | 125,697 | 46,640 |
Accounts payable | 97,407 | 54,831 | |
Interest payable | 35,229 | ||
Other | 5,687 | 29,655 | |
Total | $ 579,351 | $ 380,721 | $ 212,406 |
Share Capital (Details)
Share Capital (Details) - USD ($) | Dec. 15, 2021 | Jun. 07, 2021 | Feb. 13, 2018 | Jun. 07, 2016 | Aug. 30, 2021 | May 28, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Share Capital (Details) [Line Items] | |||||||||||
Preferred stock authorized (in Shares) | 14,800,000 | 14,800,000 | 14,800,000 | 14,800,000 | |||||||
Preferred shares redeemed and cancelled (in Shares) | 75,000 | ||||||||||
Amortization of debt discount | $ 1,545 | $ 2,290 | |||||||||
Ordinary shares, shares issued (in Shares) | 352,024,371 | 352,024,371 | 332,024,371 | 230,485,100 | |||||||
Fair market value | $9,800,000 | ||||||||||
Balance of ordinary shares | $ 4,200,000 | ||||||||||
Stock option of granted (in Shares) | 1,000,000 | ||||||||||
Service provider by fixed exercise price (in Dollars per share) | $ 2.5 | ||||||||||
Stock option of volatility | 202.82% | ||||||||||
Stock option of risk free rate | 1.37% | 0.83% | 1.14% | ||||||||
Stock option of annual dividend yield | 0.00% | 0.00% | 0.00% | ||||||||
Stock option of expected life | 5 years | ||||||||||
Fair value of option granted | $ 1,514,982 | ||||||||||
Stock based compensation expense of granted amount | 42,082 | ||||||||||
Intrinsic value of stock options oustanding | $ 0 | ||||||||||
Fair market value | $ 6,602,000 | ||||||||||
Cost method investment | $ 6,602,000 | ||||||||||
Aggregate intrinsic value of stock options outstanding and stock options exercisable | $ 0 | $ 0 | |||||||||
Stock options granted amount | $ 378,746 | ||||||||||
CMH [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock and series A preferred stock sold description | On June 7, 2016, the Company sold to CMH 15,450,000 shares of common stock and 100,000 shares of Series A preferred stock for $1,000,000. | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Description of preferred stock redemption | 1) A stated value of $10 per share;2) The holder is entitled to receive cumulative dividends at the annual rate of 1.5% of stated value payable semi-annually on June 30 and December 31;3) The preferred stock must be redeemed at the stated value plus any unpaid dividends in 5 years (on or before June 7, 2021); | ||||||||||
Proceed from share issued | $ 1,000,000 | ||||||||||
Preferred stock discount | $ 45,793 | ||||||||||
Fixed redemption term | 5 years | ||||||||||
Preferred stock conversion rate (in Dollars per share) | $ 0.2 | ||||||||||
Dividend on redeemable preferred stock | $ 2,625 | $ 3,750 | |||||||||
Outstanding preferred stock | $ 250,000 | ||||||||||
Related accrued dividend (in Dollars per share) | $ 37,854 | ||||||||||
Ordinary shares, shares issued (in Shares) | 1,439,271 | ||||||||||
Balance of ordinary shares (in Shares) | 25,000 | 25,000 | |||||||||
Match Agreement [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Percentage of shares | 30.00% | 70.00% | |||||||||
Balance of ordinary shares (in Shares) | 493 | ||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | ||||||||||
Business Combination [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock, shares issued (in Shares) | 20,000,000 | ||||||||||
Percentage of ordinary shares issued and outstanding | 5.00% | ||||||||||
Business Combination [Member] | Match Agreement [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock, shares issued (in Shares) | 1,152 | ||||||||||
Board of Directors [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Preferred stock authorized (in Shares) | 15,000,000 | ||||||||||
Preferred stock, shares authorized (in Shares) | 15,000,000 | 15,000,000 | |||||||||
Match Agreement [Member] | Business Combination [Member] | Match Agreement [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock, shares issued (in Shares) | 70,000,000 | ||||||||||
Stock Purchase Agreement [Member] | Match Agreement [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Ordinary shares, shares issued (in Shares) | 100,000 | ||||||||||
Percentage of shares | 30.00% | ||||||||||
Balance of ordinary shares (in Shares) | 493 | ||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | ||||||||||
Shares issued | $ 14,000 | ||||||||||
Stock Purchase Agreement [Member] | Business Combination [Member] | Match Agreement [Member] | |||||||||||
Share Capital (Details) [Line Items] | |||||||||||
Common stock, shares issued (in Shares) | 100,000 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Options Outstanding [Member] | ||
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | ||
Exercise Price | $ 2.5 | $ 2.5 |
Number Outstanding at September 30, 2021 (in Shares) | 1,000,000 | |
Remaining Contractual Life (Years) | 4 years 11 months 19 days | |
Options Exercisable [Member] | ||
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | ||
Number Exercisable at September 30, 2021 | 2.5 | |
Exercise Price | $ 2.5 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of stock option - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Schedule of stock option [Abstract] | ||
Number of Options Outstanding Beginning | 1,000,000 | |
Exercise Price outstanding Beginning | $ 2.5 | |
Number of Options outstanding Ending | 1,000,000 | |
Exercise Price outstanding Ending | $ 2.5 | |
Number of Options Options exercisable | ||
Exercise Price Options exercisable | ||
Number of Options Options expected to vest | 1,000,000 | |
Exercise Price Options expected to vest | $ 2.5 | |
Number of Options Granted | 1,000,000 | |
Exercise Price Granted | $ 2.5 | |
Number of Options Terminated / Exercised / Expired | ||
Exercise Price Terminated / Exercised / Expired |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of nonvested stock options granted - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Schedule of nonvested stock options granted [Abstract] | ||
Number of Options Nonvested Beginning Balance | 1,000,000 | |
Exercise Price Nonvested Beginning Balance | $ 2.5 | |
Number of Options Granted | 1,000,000 | |
Exercise Price Granted | $ 2.5 | |
Number of Options Vested | 1,000,000 | |
Exercise Price Vested | $ 2.5 | |
Number of Options Nonvested Ending Balance | 1,000,000 | |
Exercise Price Nonvested Ending Balance | $ 2.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Income Taxes (Details) [Line Items] | ||
Expiration date, description | $337,605 of the net operating loss carry-forwards will expire in fiscal years 2035 through 2038. | |
Foreign income tax returns description | The federal, state and foreign income tax returns of the Company are subject to examination by various tax authorities, generally for three years after they are filed. | |
Effective tax rate | 0.00% | |
U.S. federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carry-forwards | $ 1,373,304 | |
Malta [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carry-forwards | $ 503,647 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of net income (loss) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes (Details) - Schedule of net income (loss) [Line Items] | ||
Net income (loss) | $ (936,846) | $ (100,562) |
United States [Member] | ||
Income Taxes (Details) - Schedule of net income (loss) [Line Items] | ||
Net income (loss) | (620,481) | 31,292 |
Bermuda [Member] | ||
Income Taxes (Details) - Schedule of net income (loss) [Line Items] | ||
Net income (loss) | ||
Malta [Member] | ||
Income Taxes (Details) - Schedule of net income (loss) [Line Items] | ||
Net income (loss) | (26,102) | (131,854) |
United Kingdom [Member] | ||
Income Taxes (Details) - Schedule of net income (loss) [Line Items] | ||
Net income (loss) | $ (290,263) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income taxes expense (benefit) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (304,408) | (37,050) |
Change in valuation allowance | 304,408 | 37,050 |
Total income taxes expense | ||
Federal [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (201,703) | 7,643 |
State [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (38,419) | 1,456 |
Malta [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | (9,136) | (46,149) |
United Kingdom [Member] | ||
Current: | ||
Total current income taxes expense | ||
Deferred: | ||
Total deferred income taxes (benefit) | $ (55,150) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of effective income tax rate reconciliation | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of effective income tax rate reconciliation [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State tax | 2.60% | (1.50%) |
Non-U.S. income taxed at different rates | (0.20%) | 18.40% |
Permanent differences | (0.10%) | (1.30%) |
Valuation allowance | (23.30%) | (36.60%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
Deferred tax assets (liabilities): | ||
Loss carry-forwards | $ 577,215 | $ 293,328 |
Accrued directors’ compensation | 42,635 | 32,635 |
Stock-based compensation | 10,521 | |
Valuation allowance | (630,371) | (325,963) |
Total net deferred tax assets |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Mar. 28, 2022 | Dec. 23, 2021 | Sep. 21, 2021 | Jun. 30, 2020 | May 31, 2019 | Dec. 31, 2021 | Mar. 20, 2022 | Mar. 18, 2022 | Sep. 30, 2021 | Jun. 21, 2021 | Jun. 26, 2020 | Aug. 21, 2019 | |
Brilliant Acquisition Corp [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Business acquisition description of trust account | In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $460,000 ($0.10 per Unit), up to an aggregate of $1,380,000 or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months extension. | |||||||||||
Borrowed | $ 460,000 | |||||||||||
Trust account management expense | $ 500 | 1,000 | ||||||||||
Brilliant Acquisition Corp [Member] | Holder [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ownership percentage | 25.00% | |||||||||||
Brilliant Acquisition Corp [Member] | Promissory Note II [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 460,000 | |||||||||||
Brilliant Acquisition Corp [Member] | Promissory Note IV [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount | 460,000 | |||||||||||
Outstanding promissory note | $ 460,000 | |||||||||||
Borrowed | 460,500 | |||||||||||
Brilliant Acquisition Corp [Member] | IPO [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||
Outstanding promissory note | $ 243,833 | |||||||||||
Brilliant Acquisition Corp [Member] | IPO [Member] | Promissory Note II [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Outstanding promissory note | 461,000 | |||||||||||
Brilliant Acquisition Corp [Member] | IPO [Member] | Promissory Note III [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 461,000 | |||||||||||
Brilliant Acquisition Corp [Member] | IPO [Member] | Promissory Note IV [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 460,000 | |||||||||||
Brilliant Acquisition Corp [Member] | Promissory Note II [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Outstanding promissory note | $ 460,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Deposit returned | $ 101,406 | |||||||||||
Aggregate shares (in Shares) | 633,792 | |||||||||||
Subsequent Event [Member] | Brilliant Acquisition Corp [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate shares (in Shares) | 633,792 | |||||||||||
Subsequent Event [Member] | Brilliant Acquisition Corp [Member] | Promissory Note V [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 634,594 | |||||||||||
Outstanding promissory note | $ 634,594 | $ 736,000 | ||||||||||
Deposit returned | $ 101,406 | |||||||||||
Aggregate shares (in Shares) | 633,792 | |||||||||||
Founder Shares [Member] | Brilliant Acquisition Corp [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Shares subject to forfeiture (in Shares) | 1,150,000 | |||||||||||
Aggregate purchase price in cash | $ 25,000 | |||||||||||
Shares subject to forfeiture (in Shares) | 150,000 | |||||||||||
Business combination description | The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||||||||||
Founder Shares [Member] | Brilliant Acquisition Corp [Member] | Holder [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Ownership percentage | 20.00% | |||||||||||
Founder Shares [Member] | Brilliant Acquisition Corp [Member] | Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Shares subject to forfeiture (in Shares) | 150,000 | |||||||||||
GSA [Member] | TCM [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Minimum monthly amount received | $ 1,600,000 | $ 1,600,000 | ||||||||||
GSA [Member] | FX Direct Dealer [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Minimum monthly amount payable | $ 1,575,000 | $ 1,575,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transaction - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Service provided to: | ||||
Service provided to related parties | $ 4,800,000 | $ 4,800,000 | $ 19,200,000 | $ 19,200,000 |
Service received from: | ||||
Service received from related parties | 4,725,000 | 4,725,000 | 18,900,000 | 18,900,000 |
TCM [Member] | ||||
Service provided to: | ||||
Service provided to related parties | 4,800,000 | 4,800,000 | 19,200,000 | 19,200,000 |
FXDIRECT [Member] | ||||
Service received from: | ||||
Service received from related parties | $ 4,725,000 | $ 4,725,000 | $ 18,900,000 | $ 18,900,000 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of due from affiliates - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | ||||
Due from related parties | $ 2,614,399 | $ 2,617,873 | $ 3,709,772 | |
NUKK Capital [Member] | ||||
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | ||||
Due from related parties | [1] | 144,696 | 144,696 | 144,696 |
TCM [Member] | ||||
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | ||||
Due from related parties | $ 2,469,703 | $ 2,473,177 | $ 3,565,076 | |
[1] | An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of due to affiliates - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Variable Interest Entity [Line Items] | ||||
Due to related parties | $ 4,405,265 | $ 4,257,792 | $ 4,732,977 | |
Forexware LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Due to related parties | [1] | 624,229 | 579,229 | 579,229 |
FXDIRECT [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Due to related parties | 3,442,892 | 3,341,893 | 4,111,277 | |
CMH [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Due to related parties | 42,000 | 42,000 | 42,000 | |
FXDD Trading [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Due to related parties | [1] | $ 296,144 | $ 294,670 | $ 471 |
[1] | Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Concentrations (Details) [Line Items] | ||||
Percentage of revenue | 10.00% | 10.00% | ||
Accounts Receivable Outstanding Description | One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable, and accounts payable — related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at September 30, 2021, accounted for 98.8% of the Company’s total outstanding accounts payable, and accounts payable — related party at September 30, 2021. | |||
Accounts Payable Outstanding Description | One supplier, whose outstanding payable accounted for 10% or more of the Company’s total outstanding accounts payable — related party (which is included in due to affiliates on the accompanying consolidated balance sheets) at September 30, 2020, accounted for 100.0% of the Company’s total outstanding accounts payable — related party at September 30, 2020. | |||
Maximum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding receivable | 10.00% | 100.00% | ||
Minimum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding receivable | 97.80% | 10.00% | ||
Supplier [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of revenue | 10.00% | 10.00% | ||
Percentage of outstanding receivable | 10.00% | 10.00% | ||
Supplier [Member] | Maximum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk, percentage | 97.30% | 98.80% | ||
Supplier [Member] | Minimum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Customer [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of revenue | 10.00% | 10.00% | ||
Customer [Member] | Maximum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding receivable | 97.80% | 97.80% | ||
Customer [Member] | Minimum [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Percentage of outstanding receivable | 10.00% | 10.00% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customer and supplier revenues | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Related party | 97.80% | 100.00% | 99.50% | 100.00% |
Supplier [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Related party | 97.30% | 100.00% | 98.50% | 100.00% |
Segment Information (Details) -
Segment Information (Details) - Schedule of reportable business segments - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Revenues | $ 5,129,015 | $ 4,800,000 | $ 19,286,964 | $ 19,200,000 |
Costs of revenues | ||||
Costs of revenues | 4,885,842 | 4,725,000 | 19,193,011 | 18,900,000 |
Gross profit (loss) | ||||
Gross profit | 243,173 | 75,000 | 93,953 | 300,000 |
Operating expenses | ||||
Operating expenses | 2,186,796 | 127,085 | 1,026,357 | 413,115 |
Other (expense) income | ||||
Other income (expense) | (1,216) | (1,510) | (4,442) | 12,553 |
Net income (loss) | ||||
Net income (loss) | (1,944,839) | (53,595) | (936,846) | (100,562) |
Amortization | ||||
Amortization | 911,943 | 469,286 | ||
General Support Services [Member] | ||||
Revenues | ||||
Revenues | 4,800,000 | 4,800,000 | 19,200,000 | 19,200,000 |
Costs of revenues | ||||
Costs of revenues | 4,725,000 | 4,725,000 | 18,900,000 | 18,900,000 |
Gross profit (loss) | ||||
Gross profit | 75,000 | 75,000 | 300,000 | 300,000 |
Net income (loss) | ||||
Net income (loss) | 75,000 | 75,000 | 300,000 | 300,000 |
Financial Services [Member] | ||||
Revenues | ||||
Revenues | 329,015 | 86,964 | ||
Costs of revenues | ||||
Costs of revenues | 160,842 | 293,011 | ||
Gross profit (loss) | ||||
Gross profit | 168,173 | (206,047) | ||
Operating expenses | ||||
Operating expenses | 1,249,644 | 553,230 | ||
Other (expense) income | ||||
Other income (expense) | (1,216) | (272) | ||
Net income (loss) | ||||
Net income (loss) | (1,082,687) | (759,549) | ||
Amortization | ||||
Amortization | 911,943 | 469,286 | ||
Corporate and Other [Member] | ||||
Operating expenses | ||||
Operating expenses | 937,152 | 127,085 | 473,127 | 413,115 |
Other (expense) income | ||||
Other income (expense) | (1,510) | (4,170) | 12,553 | |
Net income (loss) | ||||
Net income (loss) | $ (937,152) | $ (128,595) | $ (477,297) | $ (400,562) |
Segment Information (Details)_2
Segment Information (Details) - Schedule of total assets - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | $ 19,177,988 | $ 16,659,836 | $ 3,799,631 |
Financial Service [Member] | |||
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | 9,945,454 | 13,703,140 | |
Corporate and Other [Member] | |||
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | $ 9,232,534 | $ 2,956,696 | $ 3,799,631 |
Contingency (Details)
Contingency (Details) - Brilliant Acquisition Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2020 | |
Contingency (Details) [Line Items] | ||
Registration rights, description | Notwithstanding the foregoing, EarlyBirdCapital, Inc. (“EarlyBirdCapital”) may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | |
Cash fee equal percentage | 1.00% | |
Holder [Member] | ||
Contingency (Details) [Line Items] | ||
Ownership percentage | 25.00% | |
Underwriting Agreement [Member] | ||
Contingency (Details) [Line Items] | ||
Initial public offering price (in Shares) | 600,000 | |
Option purchase units (in Shares) | 600,000 | |
Additional share per units (in Dollars per share) | $ 10 | |
Cash underwriting discount percentage | 3.50% | |
Gross proceeds value (in Dollars) | $ 1,400,000 | |
Additional cash underwriting discount (in Dollars) | $ 210,000 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Contingency (Details) [Line Items] | ||
Business combination marketing agreement description | The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $1,610,000, provided, however, that the this fee shall be reduced by an aggregate amount equal to 1.5% of the dollar amount of the Company’s securities purchased prior to the closing of the Business Combination by investors that: (i) are introduced to EarlyBirdCapital by the Company (or any of its direct or indirect affiliates); (ii) have not been previously introduced to a SPAC initial public offering by EarlyBirdCapital; (iii) continue to hold the Company’s ordinary shares through the closing of a Business Combination, and (iv) do not exercise redemption rights with respect thereto in connection with such Business Combination. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||
Mar. 28, 2022 | Oct. 20, 2021 | Mar. 18, 2022 | Feb. 22, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Deposit | $ 736,000 | |||
Deposit returned | $ 101,406 | |||
Aggregate shares | 633,792 | |||
Brilliant Acquisition Corp [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Aggregate shares | 633,792 | |||
Nukkleus [Member] | Brilliant Acquisition Corp [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Percentage of ordinary shares | 66.00% | |||
Brilliant [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Deposit | $ 634,594 | |||
Price per share | $ 0.16 | |||
Brilliant [Member] | Brilliant Acquisition Corp [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Percentage of ordinary shares | 34.00% | |||
Deposit | $ 634,594 | |||
Price per share | $ 0.16 | |||
Sponsor [Member] | Brilliant Acquisition Corp [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Deposit | $ 736,000 | |||
Deposit returned | $ 101,406 | |||
Jacobi agreement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Acquire to issued and outstanding percentage | 5.00% | |||
Consideration of shares | 20,000,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||||
Total cash | $ 50,623 | $ 355,673 | $ 355,673 | $ 82,849 |
Cash percentage | 100.00% | 100.00% | 100.00% | 100.00% |
United States [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||||
Total cash | $ 6,005 | $ 327,443 | $ 327,443 | $ 82,675 |
Cash percentage | 11.90% | 92.10% | 92.10% | 99.80% |
United Kingdom [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||||
Total cash | $ 44,444 | $ 28,056 | $ 28,056 | |
Cash percentage | 87.80% | 7.90% | ||
Malta [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | ||||
Total cash | $ 174 | $ 174 | $ 174 | $ 174 |
Cash percentage | 0.30% | 0.00% | 0.00% | 0.20% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of revenues are disaggregated by segment - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of revenues are disaggregated by segment [Abstract] | ||||
General support services | $ 4,800,000 | $ 4,800,000 | $ 19,200,000 | $ 19,200,000 |
Financial services | 329,015 | 86,964 | ||
Total revenues | $ 5,129,015 | $ 4,800,000 | $ 19,286,964 | $ 19,200,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of diluted net income (loss) per share - shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of diluted net income (loss) per share [Abstract] | ||||
Stock options | 1,000,000 | 1,000,000 | ||
Convertible preferred stock | 1,250,000 | 1,250,000 | 1,250,000 | |
Potentially dilutive securities | 1,000,000 | 1,250,000 | 2,250,000 | 1,250,000 |
Investment, at Cost (Details)
Investment, at Cost (Details) - USD ($) | Dec. 31, 2021 | Dec. 15, 2021 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Investment amount | $ 6,602,000 | |
Common stock shares issued (in Shares) | 20,000,000 | |
Percentage of equity interest | 5.00% | |
Fair market value | $ 6,602,000 |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Total intangible asset | $ 9,842,542 | $ 13,616,116 | |
Licenses and banking infrastructure [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful Life, licenses and banking infrastructure | [1] | 10 years | |
Balance of licenses and banking infrastructure | [1] | 14,085,402 | |
Trade names [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful life, trade names | 3 years | ||
Balance of trade names | $ 784,246 | ||
Regulatory licenses [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful life, regulatory licenses | 3 years | ||
Balance of regulatory licenses | $ 138,751 | ||
Technology [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful life, technology | 5 years | ||
Balance of technology | $ 10,300,774 | ||
Less: accumulated amortization [Member] | |||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Useful life, less: accumulated amortization | $ (1,381,229) | $ (469,286) | |
[1] | In February 2022, a third party valuation report in connection with acquisition was completed. As a result, the Company adjusted the previous estimated allocation to reflect the results of the third party valuation. The Company decreased its cost of intangible assets of $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. |
Intangible Assets (Details) -_4
Intangible Assets (Details) - Schedule of amortization of intangible assets attributable to future periods - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Schedule of amortization of intangible assets attributable to future periods [Abstract] | ||
2022 | $ 2,367,821 | $ 1,408,540 |
2023 | 2,367,821 | 1,408,540 |
2024 | 2,188,349 | 1,408,540 |
2025 | 2,060,155 | 1,408,540 |
2026 and thereafter | 858,396 | $ 7,981,956 |
Total | $ 9,842,542 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule of accounts payable and accrued liabilities [Abstract] | |||
Directors’ compensation | $ 180,538 | $ 170,538 | $ 130,537 |
Professional fees | 295,719 | 125,697 | 46,640 |
Accounts payable | 97,407 | 54,831 | |
Other | 5,687 | 29,655 | |
Total | $ 579,351 | $ 380,721 | $ 212,406 |
Share Capital (Details) - Sch_4
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Options Outstanding [Member] | ||
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | ||
Exercise Price | $ 2.5 | $ 2.5 |
Number Outstanding at December 31, 2021 | $ 1,000,000 | |
Remaining Contractual Life (Years) | 4 years 8 months 19 days | |
Options Exercisable [Member] | ||
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | ||
Number Exercisable at December 31, 2021 (in Shares) | 1,000,000 | |
Exercise Price | $ 2.5 |
Share Capital (Details) - Sch_5
Share Capital (Details) - Schedule of stock option activities - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Schedule of stock option activities [Abstract] | ||
Number of Options outstanding beginning | 1,000,000 | |
Exercise Price outstanding beginning | $ 2.5 | |
Number of Options Granted | 1,000,000 | |
Exercise Price Granted | $ 2.5 | |
Number of Options Terminated / Exercised / Expired | ||
Exercise Price Terminated / Exercised / Expired | ||
Number of Options outstanding ending | 1,000,000 | 1,000,000 |
Exercise Price outstanding ending | $ 2.5 | $ 2.5 |
Number of Options Options exercisable | 1,000,000 | |
Exercise Price Options exercisable | $ 2.5 |
Share Capital (Details) - Sch_6
Share Capital (Details) - Schedule of nonvested stock options granted - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Sep. 30, 2021 | |
Schedule of nonvested stock options granted [Abstract] | ||
Number of Options Nonvested beginning | 1,000,000 | |
Exercise Price Nonvested beginning | $ 2.5 | |
Number of Options Granted | 1,000,000 | |
Nonvested Granted | ||
Number of Options Vested | (1,000,000) | |
Exercise Price Vested | $ (2.5) | |
Number of Options Nonvested ending | 1,000,000 | |
Exercise Price Nonvested ending | $ 2.5 |
Related Party Transactions (D_5
Related Party Transactions (Details) - Schedule of related party transaction - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Service provided to: | ||||
Service provided to related parties | $ 4,800,000 | $ 4,800,000 | $ 19,200,000 | $ 19,200,000 |
Service received from: | ||||
Service received from related parties | 4,725,000 | 4,725,000 | 18,900,000 | 18,900,000 |
TCM [Member] | ||||
Service provided to: | ||||
Service provided to related parties | 4,800,000 | 4,800,000 | 19,200,000 | 19,200,000 |
FXDIRECT [Member] | ||||
Service received from: | ||||
Service received from related parties | $ 4,725,000 | $ 4,725,000 | $ 18,900,000 | $ 18,900,000 |
Related Party Transactions (D_6
Related Party Transactions (Details) - Schedule of due from affiliates - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | ||||
Due from related parties | $ 2,614,399 | $ 2,617,873 | $ 3,709,772 | |
NUKK Capital [Member] | ||||
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | ||||
Due from related parties | [1] | 144,696 | 144,696 | 144,696 |
TCM [Member] | ||||
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | ||||
Due from related parties | $ 2,469,703 | $ 2,473,177 | $ 3,565,076 | |
[1] | An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Related Party Transactions (D_7
Related Party Transactions (Details) - Schedule of due to affiliates - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Variable Interest Entity [Line Items] | ||||
Due to related parties | $ 4,405,265 | $ 4,257,792 | $ 4,732,977 | |
Forexware LLC [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Due to related parties | [1] | 624,229 | 579,229 | 579,229 |
FXDIRECT [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Due to related parties | 3,442,892 | 3,341,893 | 4,111,277 | |
CMH [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Due to related parties | 42,000 | 42,000 | 42,000 | |
FXDD Trading [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Due to related parties | [1] | $ 296,144 | $ 294,670 | $ 471 |
[1] | Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman. |
Concentrations (Details) - Sc_2
Concentrations (Details) - Schedule of customer and supplier revenues | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Related party | 97.80% | 100.00% | 99.50% | 100.00% |
Supplier A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Related party | 97.30% | 100.00% | 98.50% | 100.00% |
Segment Information (Details)_3
Segment Information (Details) - Schedule of reportable business segments - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Revenues | $ 5,129,015 | $ 4,800,000 | $ 19,286,964 | $ 19,200,000 |
Costs of revenues | ||||
Costs of revenues | 4,885,842 | 4,725,000 | 19,193,011 | 18,900,000 |
Gross profit | ||||
Gross profit | 243,173 | 75,000 | 93,953 | 300,000 |
Operating expenses | ||||
Operating expenses | 2,186,796 | 127,085 | 1,026,357 | 413,115 |
Other expense | ||||
Other expense | (1,216) | (1,510) | (4,442) | 12,553 |
Net income (loss) | ||||
Net income (loss) | (1,944,839) | (53,595) | (936,846) | (100,562) |
Amortization | ||||
Amortization | 911,943 | 469,286 | ||
General Support Services [Member] | ||||
Revenues | ||||
Revenues | 4,800,000 | 4,800,000 | 19,200,000 | 19,200,000 |
Costs of revenues | ||||
Costs of revenues | 4,725,000 | 4,725,000 | 18,900,000 | 18,900,000 |
Gross profit | ||||
Gross profit | 75,000 | 75,000 | 300,000 | 300,000 |
Net income (loss) | ||||
Net income (loss) | 75,000 | 75,000 | 300,000 | 300,000 |
Financial Services [Member] | ||||
Revenues | ||||
Revenues | 329,015 | 86,964 | ||
Costs of revenues | ||||
Costs of revenues | 160,842 | 293,011 | ||
Gross profit | ||||
Gross profit | 168,173 | (206,047) | ||
Operating expenses | ||||
Operating expenses | 1,249,644 | 553,230 | ||
Other expense | ||||
Other expense | (1,216) | (272) | ||
Net income (loss) | ||||
Net income (loss) | (1,082,687) | (759,549) | ||
Amortization | ||||
Amortization | 911,943 | 469,286 | ||
Corporate and Other [Member] | ||||
Operating expenses | ||||
Operating expenses | 937,152 | 127,085 | 473,127 | 413,115 |
Other expense | ||||
Other expense | (1,510) | (4,170) | 12,553 | |
Net income (loss) | ||||
Net income (loss) | $ (937,152) | $ (128,595) | $ (477,297) | $ (400,562) |
Segment Information (Details)_4
Segment Information (Details) - Schedule of total assets - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | $ 19,177,988 | $ 16,659,836 | $ 3,799,631 |
Financial services [Member] | |||
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | 9,945,454 | 13,703,140 | |
Corporate/Other [Member] | |||
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | $ 9,232,534 | $ 2,956,696 | $ 3,799,631 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets - Brilliant Acquisition Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets [Line Items] | ||
Gross proceeds | $ 46,000,000 | |
Less: proceeds allocated to public warrants | (1,380,000) | |
Less: ordinary share issuance costs | (2,007,079) | |
Add: Accretion of carrying value to redemption value | $ 7,687 | 3,387,079 |
Ordinary shares subject to possible redemption | $ 46,007,687 | $ 46,000,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of loss per ordinary share - Brilliant Acquisition Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of loss per ordinary share [Line Items] | ||
Net loss | $ (599,127) | $ (317,737) |
Weighted average shares outstanding, basic and diluted | 6,111,000 | 3,697,454 |
Basic and diluted net loss per ordinary share | $ (0.1) | $ (0.09) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Brilliant Acquisition Corp [Member] - $ / shares | 1 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2021 | |
Public Warrant [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Exercise price | $ 11.5 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Shares issued (in Shares) | 4,000,000 | |
Price per unit | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Price per unit | $ 10 | |
Additional purchase units (in Shares) | 600,000 |
Private Placement (Details)
Private Placement (Details) - Brilliant Acquisition Corp [Member] - Private Placement [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Aggregate purchase | 21,000 | |
Aggregate price | $ 10 | |
Aggregate shares | $ 210,000 | |
Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate purchase | 240,000 | |
Aggregate price | $ 10 | |
Aggregate shares | $ 2,400,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Shareholders' Equity (Details) [Line Items] | ||||
Ordinary shares, shares issued | 352,024,371 | 332,024,371 | 230,485,100 | |
Ordinary Shares [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Purchase of ordinary shares | 100,000 | |||
Aggregate price (in Dollars per share) | $ 10 | |||
Brilliant Acquisition Corp [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Ordinary shares, shares issued | 1,511,000 | 1,511,000 | ||
Warrants expiry term | 5 years | |||
Brilliant Acquisition Corp [Member] | Ordinary Shares [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Ordinary shares, shares issued | 1,511,000 | |||
Ordinary shares, subject to possible redemption | 4,600,000 | |||
Brilliant Acquisition Corp [Member] | Private Warrants [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Description of warrants for redemption | The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:• at any time while the Public Warrants are exercisable,• upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,• if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and• if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. | |||
Founder Shares [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Fair value price (in Dollars) | $ 2,200 | |||
Business Combination [Member] | Brilliant Acquisition Corp [Member] | ||||
Shareholders' Equity (Details) [Line Items] | ||||
Business combination description | In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Private warrants [Member] | Brilliant Acquisition Corp [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Private warrants outstanding | 261,000 | 261,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Decrease in fair value of warrant liabilities | $ 67,155 | $ 172,787 |
Dividend rate description | The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Assets: | ||
Trust Account – U.S. Treasury Securities Money Market Fund | $ 47,387,687 | $ 46,003,053 |
Level 3 [Member] | ||
Liabilities: | ||
Derivative Warrant Liability – Private Warrant | $ 180,479 | $ 247,634 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs of company’s warrants at their measurement dates - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Level 3 fair value measurements inputs of company’s warrants at their measurement dates [Abstract] | |||
Volatility | 10.50% | 15.50% | |
Share price (in Dollars per share) | $ 10.2 | $ 10.14 | |
Expected life of the warrants to convert | 5 years 6 months 21 days | 5 years 6 months | |
Risk free rate | 1.37% | 0.83% | 1.14% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value of the derivative warrant liabilities [Abstract] | ||
Derivative warrant liabilities at beginning | $ 247,634 | |
Issuance of Private Warrants | 74,847 | |
Change in fair value of derivative warrant liabilities | (67,155) | 172,787 |
Derivative Warrant Liabilities at ending | $ 180,479 | $ 247,634 |