Document And Entity Information
Document And Entity Information | 9 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | NUKKLEUS INC. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 4 |
Entity Central Index Key | 0001592782 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
CURRENT ASSETS: | |||||
Cash | $ 23,142 | $ 355,673 | $ 82,849 | ||
Accounts receivable | 68,459 | 57,953 | |||
Due from affiliates | 871,344 | 2,617,873 | 3,709,772 | ||
Prepaid expense and other current assets | 9,250 | 12,221 | 7,010 | ||
TOTAL CURRENT ASSETS | 972,195 | 3,043,720 | 3,799,631 | ||
NON-CURRENT ASSETS: | |||||
Cost method investment | 6,602,000 | ||||
Equity method investment | 4,598,701 | ||||
Intangible assets, net | 8,667,996 | 13,616,116 | |||
TOTAL NON-CURRENT ASSETS | 19,868,697 | 13,616,116 | |||
TOTAL ASSETS | 20,840,892 | 16,659,836 | 3,799,631 | ||
CURRENT LIABILITIES: | |||||
Due to affiliates | 3,913,816 | 4,257,792 | 4,732,977 | ||
Accounts payable and accrued liabilities | 543,267 | 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 | 4,457,083 | 4,638,513 | 5,193,838 | ||
TOTAL LIABILITIES | 4,457,083 | 4,638,513 | 5,193,838 | ||
COMMITMENTS AND CONTINGENCIES – (Note 13) | |||||
Shareholders’ Deficit | |||||
Preferred stock value | |||||
Common stock, value | 36,718 | 33,203 | 23,049 | ||
Additional paid-in capital | 24,652,919 | 14,474,839 | 141,057 | ||
Accumulated deficit | (8,352,899) | (2,495,159) | (1,558,313) | ||
Accumulated other comprehensive income | 47,071 | 8,440 | |||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
TOTAL STOCKHOLDERS’ EQUITY | 16,383,809 | 12,021,323 | (1,394,207) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 20,840,892 | $ 16,659,836 | $ 3,799,631 | ||
Brilliant Acquisition Corp [Member] | |||||
CURRENT ASSETS: | |||||
Cash | 39,734 | $ 283,403 | $ 712,817 | ||
Prepaid expense and other current assets | 103,213 | 14,600 | |||
TOTAL CURRENT ASSETS | 41,692,620 | 47,671,090 | 46,730,470 | ||
NON-CURRENT ASSETS: | |||||
TOTAL ASSETS | 41,692,620 | 47,671,090 | 46,730,470 | ||
Current liabilities | |||||
Accrued offering costs | 58,252 | ||||
Due to related party | 670,600 | 500 | |||
Promissory note – related party | 2,259,427 | 1,624,833 | 243,833 | ||
Derivative warrant liabilities | 119,096 | 180,479 | 247,634 | ||
CURRENT LIABILITIES: | |||||
Accounts payable and accrued liabilities | 112,902 | 309,597 | 25,943 | ||
TOTAL CURRENT LIABILITIES | 3,042,929 | 1,934,930 | 328,028 | ||
TOTAL LIABILITIES | 3,162,025 | 2,115,409 | 575,662 | ||
COMMITMENTS AND CONTINGENCIES – (Note 13) | |||||
Ordinary shares subject to possible redemption | 41,549,673 | 47,387,687 | 46,000,000 | ||
Shareholders’ Deficit | |||||
Preferred stock value | |||||
Common stock, value | 3,880,288 | 3,880,288 | 3,880,288 | ||
Accumulated deficit | (6,899,366) | (5,712,294) | (3,725,480) | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
TOTAL STOCKHOLDERS’ EQUITY | (3,019,078) | (1,832,006) | 154,808 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 41,692,620 | 47,671,090 | 46,730,470 | ||
ASSETS | |||||
Marketable securities held in Trust Account | $ 41,549,673 | $ 47,387,687 | $ 46,003,053 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | 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 | 15,000,000 | 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 | 367,175,886 | 332,024,371 | 230,485,100 | ||
Common stock, shares outstanding | 367,175,886 | 332,024,371 | 230,485,100 | ||
Preferred stock, shares authorized | Unlimited | Unlimited | |||
Brilliant Acquisition Corp [Member] | |||||
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 | 1,511,000 | ||
Common stock, shares outstanding | 1,511,000 | 1,511,000 | 1,511,000 | ||
Ordinary shares subject to possible redemption shares | 3,966,208 | 4,600,000 | 4,600,000 | ||
Ordinary shares subject to possible redemption value (in Dollars per share) | $ 10 | $ 10 | |||
Preferred stock, shares authorized | Unlimited | Unlimited | |||
Ordinary shares, shares authorized | Unlimited | 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | 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 | $ 14,400,000 | $ 14,400,000 | $ 19,200,000 | $ 19,200,000 | ||||
Revenue – financial services | 352,192 | 41,602 | 970,224 | 41,602 | 86,964 | |||||
Total revenues | 5,152,192 | 4,841,602 | 15,370,224 | 14,441,602 | 19,286,964 | 19,200,000 | ||||
COSTS OF REVENUES | ||||||||||
Cost of revenue – general support services – related party | 4,725,000 | 4,725,000 | 14,175,000 | 14,175,000 | 18,900,000 | 18,900,000 | ||||
Cost of revenue – financial services | 700,705 | 144,781 | 2,398,320 | 144,781 | 762,297 | |||||
Total costs of revenues | 5,425,705 | 4,869,781 | 16,573,320 | 14,319,781 | 19,662,297 | 18,900,000 | ||||
GROSS PROFIT (LOSS) | ||||||||||
Gross profit – general support services – related party | 75,000 | 75,000 | 225,000 | 225,000 | 300,000 | 300,000 | ||||
Gross loss – financial services | (348,513) | (103,179) | (1,428,096) | (103,179) | (675,333) | |||||
Total gross (loss) profit | (273,513) | (28,179) | (1,203,096) | 121,821 | (375,333) | 300,000 | ||||
OPERATING EXPENSES: | ||||||||||
Advertising and marketing | 147,177 | 345,826 | ||||||||
Professional fees | 911,856 | 51,500 | 2,900,404 | 189,772 | 396,277 | 188,000 | ||||
Compensation and related benefits | 100,115 | 10,000 | 355,359 | 30,000 | ||||||
Amortization of intangible assets | 66,291 | 197,935 | ||||||||
Other general and administrative | 155,539 | 10,069 | 449,216 | 52,323 | 160,794 | 225,115 | ||||
Total operating expenses | 1,380,978 | 71,569 | 4,248,740 | 272,095 | 557,071 | 413,115 | ||||
Loss from operations | (1,654,491) | (99,748) | (5,451,836) | (150,274) | (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 | |||||||||
Loss from equity method investment | (330,680) | (401,299) | ||||||||
Other expense | (1,116) | (790) | (4,605) | (3,810) | (272) | |||||
Total other expense | (331,796) | (790) | (405,904) | (3,810) | (4,442) | 12,553 | ||||
LOSS BEFORE INCOME TAXES | (1,986,287) | (100,538) | (5,857,740) | (154,084) | (936,846) | (100,562) | ||||
INCOME TAXES | ||||||||||
Net loss | (1,986,287) | (100,538) | (5,857,740) | (154,084) | (936,846) | (100,562) | ||||
LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 3,266 | 3,266 | ||||||||
NET LOSS ATTRIBUTABLE TO NUKKLEUS INC. COMMON STOCKHOLDERS | (1,986,287) | (103,804) | (5,857,740) | (157,350) | ||||||
NET (LOSS) INCOME | (1,986,287) | (100,538) | (5,857,740) | (154,084) | (936,846) | (100,562) | ||||
OTHER COMPREHENSIVE INCOME | ||||||||||
Unrealized foreign currency translation gain | 27,644 | 121 | 38,631 | 121 | 8,440 | |||||
COMPREHENSIVE LOSS | (1,958,643) | (100,417) | (5,819,109) | (153,963) | $ (928,406) | $ (100,562) | ||||
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | 3,302 | 3,302 | ||||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO NUKKLEUS INC. COMMON STOCKHOLDERS | $ (1,958,643) | $ (103,719) | $ (5,819,109) | $ (157,265) | ||||||
NET LOSS PER COMMON SHARE: | ||||||||||
Basic net loss per ordinary share (in Dollars per share) | $ (0.01) | $ 0 | $ (0.02) | $ 0 | $ 0 | $ 0 | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||
Weighted average shares outstanding, basic (in Shares) | 367,175,886 | 257,055,897 | 352,412,872 | 239,342,032 | 257,771,553 | 230,485,100 | ||||
Brilliant Acquisition Corp [Member] | ||||||||||
OPERATING EXPENSES: | ||||||||||
Loss from operations | $ (144,590) | $ (28,567) | $ (613,861) | $ (106,978) | $ (670,916) | $ (148,010) | ||||
OTHER (EXPENSE) INCOME: | ||||||||||
Net loss | $ (35,544) | $ (21,345) | $ (495,827) | $ (41,718) | (599,127) | (317,737) | ||||
NET LOSS ATTRIBUTABLE TO NUKKLEUS INC. COMMON STOCKHOLDERS | $ (599,127) | $ (317,737) | ||||||||
NET LOSS PER COMMON SHARE: | ||||||||||
Basic net loss per ordinary share (in Dollars per share) | $ (0.01) | $ 0 | $ (0.09) | $ (0.01) | $ (0.1) | $ (0.09) | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||||
Weighted average shares outstanding, basic (in Shares) | 5,477,208 | 6,111,000 | 5,755,372 | 6,111,000 | 6,111,000 | 3,697,454 | ||||
Operating costs | $ 144,590 | $ 28,567 | $ 613,861 | $ 106,978 | $ 670,916 | $ 148,010 | ||||
Other income (loss): | ||||||||||
Changes in fair value of derivative warrant liabilities | 56,342 | 6,067 | 61,383 | 62,968 | 67,155 | (172,787) | ||||
Interest income | 52,704 | 1,155 | 56,651 | 2,292 | 4,634 | 3,060 | ||||
Total other income | $ 109,046 | $ 7,222 | $ 118,034 | $ 65,260 | $ 71,789 | $ (169,727) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Diluted net loss per ordinary share | $ (0.01) | $ 0 | $ (0.02) | $ 0 | $ 0 | $ 0 | ||||
Weighted average shares outstanding,diluted (in Shares) | 367,175,886 | 257,055,897 | 352,412,872 | 239,342,032 | 257,771,553 | 230,485,100 | ||||
Brilliant Acquisition Corp [Member] | ||||||||||
Diluted net loss per ordinary share | $ (0.01) | $ 0 | $ (0.09) | $ (0.01) | $ (0.10) | $ (0.09) | ||||
Weighted average shares outstanding,diluted (in Shares) | 5,477,208 | 6,111,000 | 5,755,372 | 6,111,000 | 6,111,000 | 3,697,454 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) | Brilliant Acquisition Corp Accumulated Deficit | Brilliant Acquisition Corp Ordinary Shares | Brilliant Acquisition Corp | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Non-controlling Interest | 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 | $ (20,664) | $ 25,000 | $ 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 | (3,387,079) | $ (42,612,921) | (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 | (3,725,480) | $ 3,880,288 | 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 | (3,725,480) | $ 3,880,288 | 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 | (154,084) | |||||||||
Balance at Jun. 30, 2021 | (4,227,198) | $ 3,880,288 | (346,910) | $ 30,202 | 10,235,758 | (1,715,663) | 85 | 4,203,302 | 12,753,684 | |
Balance (in Shares) at Jun. 30, 2021 | 1,511,000 | 302,024,371 | ||||||||
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 | ||||||||
Net loss | (936,846) | (936,846) | ||||||||
Foreign currency translation adjustment | 8,440 | 8,440 | ||||||||
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 | (3,725,480) | $ 3,880,288 | 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 | ||||||||
Net loss | (20,373) | (20,373) | 49 | 49 | ||||||
Balance at Mar. 31, 2021 | (3,745,853) | $ 3,880,288 | 134,435 | $ 23,049 | 141,057 | (1,611,859) | (1,447,753) | |||
Balance (in Shares) at Mar. 31, 2021 | 1,511,000 | 230,485,100 | ||||||||
Balance at Dec. 31, 2020 | (3,725,480) | $ 3,880,288 | 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 Jun. 30, 2021 | (4,227,198) | $ 3,880,288 | (346,910) | $ 30,202 | 10,235,758 | (1,715,663) | 85 | 4,203,302 | 12,753,684 | |
Balance (in Shares) at Jun. 30, 2021 | 1,511,000 | 302,024,371 | ||||||||
Balance at Dec. 31, 2020 | (3,725,480) | $ 3,880,288 | 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) | ||||||||
Reclassification of temporary equity | (1,380,000) | (1,380,000) | ||||||||
Balance at Dec. 31, 2021 | (5,712,294) | $ 3,880,288 | (1,832,006) | $ 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 Mar. 31, 2021 | (3,745,853) | $ 3,880,288 | 134,435 | $ 23,049 | 141,057 | (1,611,859) | (1,447,753) | |||
Balance (in Shares) at Mar. 31, 2021 | 1,511,000 | 230,485,100 | ||||||||
Common stock issued in connection with acquisition | $ 7,000 | 9,793,000 | 9,800,000 | |||||||
Common stock issued in connection with acquisition (in Shares) | 70,000,000 | |||||||||
Common stock issued for transaction costs | $ 10 | 13,990 | 14,000 | |||||||
Common stock issued for transaction costs (in Shares) | 100,000 | |||||||||
Common stock issued for redeemable preferred stock conversion and related dividend | $ 143 | 287,711 | 287,854 | |||||||
Common stock issued for redeemable preferred stock conversion and related dividend (in Shares) | 1,439,271 | |||||||||
Non-controlling interest acquired on acquisition | 4,200,000 | 4,200,000 | ||||||||
Net loss | (21,345) | (21,345) | (103,804) | 3,266 | (100,538) | |||||
Reclassification of temporary equity | (460,000) | (460,000) | ||||||||
Foreign currency translation adjustment | 85 | 36 | 121 | |||||||
Balance at Jun. 30, 2021 | (4,227,198) | $ 3,880,288 | (346,910) | $ 30,202 | 10,235,758 | (1,715,663) | 85 | $ 4,203,302 | 12,753,684 | |
Balance (in Shares) at Jun. 30, 2021 | 1,511,000 | 302,024,371 | ||||||||
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 | |||||||||
Adjustment for asset 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 | |||||||||
Stock-based compensation | 378,746 | 378,746 | ||||||||
Net loss | (1,944,839) | (1,944,839) | ||||||||
Foreign currency translation adjustment | (2,227) | (2,227) | ||||||||
Balance at Dec. 31, 2021 | (5,712,294) | $ 3,880,288 | (1,832,006) | $ 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 | |||||||||
Net loss | (5,857,740) | |||||||||
Balance at Jun. 30, 2022 | (6,899,366) | $ 3,880,288 | (3,019,078) | $ 36,718 | 24,652,919 | (8,352,899) | 47,071 | 16,383,809 | ||
Balance (in Shares) at Jun. 30, 2022 | 1,511,000 | 367,175,886 | ||||||||
Balance at Dec. 31, 2021 | (5,712,294) | $ 3,880,288 | (1,832,006) | $ 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 | ||||||||
Common stock issued in connection with equity method investment | $ 1,515 | 4,998,485 | 5,000,000 | |||||||
Common stock issued in connection with equity method investment (in Shares) | 15,151,515 | |||||||||
Stock options issued for the purchase of an intangible asset | 11,237 | 11,237 | ||||||||
Stock-based compensation | 525,622 | 525,622 | ||||||||
Net loss | (460,282) | (460,282) | (1,926,614) | (1,926,614) | ||||||
Reclassification of temporary equity | (634,594) | (634,594) | ||||||||
Change in value of ordinary shares subject to possible redemption | (3,948) | (3,948) | ||||||||
Foreign currency translation adjustment | 13,214 | 13,214 | ||||||||
Balance at Mar. 31, 2022 | (6,811,118) | $ 3,880,288 | (2,930,830) | $ 36,718 | 24,127,298 | (6,366,612) | 19,427 | 17,816,831 | ||
Balance (in Shares) at Mar. 31, 2022 | 1,511,000 | 367,175,886 | ||||||||
Balance at Dec. 31, 2021 | (5,712,294) | $ 3,880,288 | (1,832,006) | $ 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 Jun. 30, 2022 | (6,899,366) | $ 3,880,288 | (3,019,078) | $ 36,718 | 24,652,919 | (8,352,899) | 47,071 | 16,383,809 | ||
Balance (in Shares) at Jun. 30, 2022 | 1,511,000 | 367,175,886 | ||||||||
Balance at Mar. 31, 2022 | (6,811,118) | $ 3,880,288 | (2,930,830) | $ 36,718 | 24,127,298 | (6,366,612) | 19,427 | 17,816,831 | ||
Balance (in Shares) at Mar. 31, 2022 | 1,511,000 | 367,175,886 | ||||||||
Stock-based compensation | 525,621 | 525,621 | ||||||||
Net loss | (35,544) | (35,544) | (1,986,287) | (1,986,287) | ||||||
Change in value of ordinary shares subject to possible redemption | (52,704) | (52,704) | ||||||||
Foreign currency translation adjustment | 27,644 | 27,644 | ||||||||
Balance at Jun. 30, 2022 | $ (6,899,366) | $ 3,880,288 | $ (3,019,078) | $ 36,718 | $ 24,652,919 | $ (8,352,899) | $ 47,071 | $ 16,383,809 | ||
Balance (in Shares) at Jun. 30, 2022 | 1,511,000 | 367,175,886 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) (Parentheticals) - Brilliant Acquisition Corp - Ordinary Shares | 12 Months Ended |
Dec. 31, 2020 shares | |
Net of underwriting discounts and offering expenses | 4,600,000 |
Sale of private units | 261,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ (5,857,740) | $ (154,084) | $ (936,846) | $ (100,562) | ||||
Amortization of debt discount | 1,545 | 1,545 | 2,290 | |||||
Amortization of intangible assets | 2,097,726 | 117,145 | 469,286 | |||||
Stock-based compensation and service expense | 1,429,989 | 42,082 | ||||||
Gain on digital currency | (18,593) | |||||||
Provision for bad debt | 12 | 12 | ||||||
Loss on equity method investment | 401,299 | |||||||
Unrealized foreign currency exchange gain | (761) | |||||||
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in acquisition: | ||||||||
Accounts receivable | (17,311) | (12,054) | (12,972) | |||||
Other current assets | 2,936 | (12,581) | ||||||
Prepaid expense and other current assets | (5,110) | (334) | ||||||
Due from affiliates | 1,746,529 | 1,091,899 | 1,091,899 | (3,501,171) | ||||
Due to affiliates | (315,817) | (770,730) | (466,959) | 3,672,793 | ||||
Accounts payable and accrued liabilities | 183,463 | 30,252 | 113,711 | 14,912 | ||||
Accrued liabilities – related party | (10,000) | |||||||
Net cash (used in) provided by operating activities | (328,926) | 291,404 | 295,887 | 59,335 | ||||
Cash acquired on acquisition | 21,371 | |||||||
Payments for acquisition | (44,673) | |||||||
Cash acquired on asset acquisition | 21,371 | |||||||
Transaction costs of asset acquisition | (30,673) | |||||||
Net cash used in investing activities | (9,302) | (23,302) | ||||||
CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
EFFECT OF EXCHANGE RATE ON CASH | (3,605) | (174) | 239 | |||||
NET (DECREASE) INCREASE IN CASH | (332,531) | 281,928 | 272,824 | 59,335 | ||||
Cash – beginning of period | 355,673 | 82,849 | 82,849 | 23,514 | ||||
Cash – end of period | $ 23,142 | $ 364,777 | 23,142 | 364,777 | 355,673 | 82,849 | ||
Common stock issued in connection with cost method investment | 6,602,000 | |||||||
Common stock issued in connection with equity method investment | 5,000,000 | |||||||
Stock options issued for the purchase of an intangible asset | 11,237 | |||||||
Common stock issued in connection with acquisition | 9,814,000 | 14,014,000 | ||||||
Common stock issued for redeemable preferred stock conversion and related dividend | 287,854 | 287,854 | ||||||
Cost of asset acquisition in accrued liabilities | 2,098 | 16,098 | ||||||
Adjustment for common stock issued in connection with asset acquisition | 2,861,631 | |||||||
Investment – digital currency received from affiliates | 17,197 | |||||||
Investment – digital currency transferred to affiliates | 204,721 | |||||||
Cash paid for: | ||||||||
Interest | ||||||||
Income taxes | ||||||||
Brilliant Acquisition Corp [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | (495,827) | (41,718) | $ (599,127) | $ (317,737) | ||||
Changes in fair value of derivative warrant liabilities | (61,383) | (62,968) | (67,155) | 172,787 | ||||
Interest earned on marketable securities held in Trust Account | (56,651) | (2,292) | (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 | (103,213) | (6,645) | (14,600) | (14,590) | ||||
Accounts payable and accrued liabilities | (196,695) | 27,748 | 225,402 | 25,523 | ||||
Net cash (used in) provided by operating activities | (913,769) | (85,875) | (430,914) | (137,077) | ||||
Proceeds from sale of investment of cash in trust account | 6,529,259 | |||||||
Net cash used in investing activities | 5,894,665 | (1,380,000) | (46,000,000) | |||||
Cash Flows from Financing Activities: | ||||||||
Repayment of redemption of ordinary shares | (6,529,259) | |||||||
Purchase of investment held in Trust Account | (634,594) | (1,380,000) | (46,000,000) | |||||
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) | |||||||
Advance from related party | 670,100 | 500 | ||||||
Proceeds from promissory note – related parties | 634,594 | 1,381,000 | 62,000 | |||||
Net cash used in financing activities | (5,224,565) | 1,381,500 | 46,822,195 | |||||
CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
NET (DECREASE) INCREASE IN CASH | (243,669) | (85,875) | (429,414) | 685,118 | ||||
Cash – beginning of period | 283,403 | 712,817 | 712,817 | 27,699 | ||||
Cash – end of period | $ 39,734 | $ 626,942 | $ 39,734 | $ 626,942 | 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | 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 payment services from one fiat currency to another. 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. Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. Jamal Khurshid is the Company’s chief operating officer and director and Nicholas Gregory is the Company’s director. The transactions contemplated by the Jacobi Agreement constituted a “related -party -K 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 shares of common stock of the Company (the “Digiclear Transaction”). The Digiclear Transaction closed on March 17, 2022. Digiclear is a company developing a custody and settlement utility operating system. 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 and generated negative cash flow from operating activities for the nine months ended June 30, 2022 of $5,857,740 and $328,926, respectively, and had a working capital deficit of $3,484,888 at June 30, 2022. 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. 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 Liquidity and capital resources Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At June 30, 2022 and September 30, 2021, we had cash balances of $23,142 and $355,673, respectively. We had working capital deficit of $3,484,888 as of June 30, 2022. Our ability to continue as a going concern is dependent upon the management of expenses and our ability to obtain the necessary financing to meet our obligations and pay our liabilities arising from normal business operations when they come due, and upon profitable operations. We need to either borrow funds or raise additional capital through equity or debt financings. However, we cannot be certain that such capital (from our stockholders or third parties) 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, CMH has committed to inject capital into the Company in order to maintain the ongoing operations of the business. 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 | 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 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”). 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 June 30, 2022, the Company had not yet commenced any operations. All activity through June 30, 2022, 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. 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, on June 30, 2022, cash of $39,734 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 $0.46 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 -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. Prior to the amendment and restatement of the Articles of Association, 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 was not able to consummate a Business Combination by June 25, 2021, the Company could 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 were required to deposit into the Trust Account $460,000 or $0.10 per Unit, up to an aggregate amount of $1,380,000, or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months Special Meeting 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 approval of the extension, shareholders elected to redeem an aggregate amount of 633,792 ordinary shares. As a result, an aggregate amount of $6,529,259 (or approximately $10.30 per share) was released from the Trust Account to pay such shareholders. 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 amount of 633,792 shares in connection with the Special Meeting. On July 13, 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 three months, or until October 23, 2022. In connection with the extension the Sponsor deposited $353,000 into the Trust Account, representing $0.12 per public ordinary share that was not redeemed in connection with the shareholder vote to approve the extension. In connection with a special meeting to approve the extension of the business combination period, the Company’s shareholders elected to redeem an aggregate amount of 1,025,281 shares, and the Company redeemed such shares for an aggregate amount of $10,742,906, or approximately $10.48 per share. 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 June 30, 2022, the Company had $39,734 cash held in its operating bank account, $41,549,673 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 (excluding marketable securities held in Trust Account) of $640,555. 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. 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 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Proposed Business Combination — Nukkleus Inc. 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. | 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 4. 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 5. 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 6), 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 |
Restatement of Previously Filed
Restatement of Previously Filed Financial Statements | 12 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Filed Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS The Company concluded it should restate its previously issued financial statements by amending its Annual Report on Form 10 -K The following table represents the impacts of the adjustment described above: As Adjustment As Consolidated Statement of Operations and Comprehensive Loss for the Year Ended September 30, 2021 Cost of revenue – financial services $ 293,011 $ 469,286 $ 762,297 Total costs of revenues $ 19,193,011 $ 469,286 $ 19,662,297 Gross loss – financial services $ (206,047 ) $ (469,286 ) $ (675,333 ) Total gross profit (loss) $ 93,953 $ (469,286 ) $ (375,333 ) Amortization of intangible assets $ 469,286 $ (469,286 ) $ — Total operating expenses $ 1,026,357 $ (469,286 ) $ 557,071 The reclassifications did not have any impact on consolidated operating loss, net loss or earnings per share, cash flows or balance sheets. |
Basis of Presentation
Basis of Presentation | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | 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 -K | NOTE 3 — 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | 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 and nine months ended June 30, 2022 and 2021 include the useful life of intangible assets, assumptions used in assessing impairment of long -term -based Cash and cash equivalents At June 30, 2022 and September 30, 2021, the Company’s cash balances by geographic area were as follows: Country: June 30, 2022 September 30, 2021 United States $ 11,812 51.0 % $ 327,443 92.1 % United Kingdom 11,156 48.2 % 28,056 7.9 % Malta 174 0.8 % 174 0.0 % Total cash $ 23,142 100.0 % $ 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 June 30, 2022 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 -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 Other current assets Other current assets primarily consist of prepaid OTC Markets listing fees. As of June 30, 2022 and September 30, 2021, other current assets amounted to $9,250 and $12,221, respectively. Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are 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) income, and a new basis in the investment is established. The Company uses the equity method of accounting for its investments in, and earning or loss of, a company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write -down Intangible assets Intangible assets consist of trade names, regulatory licenses, technology and software, 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: • -up • 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 payment services from one fiat currency to another In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2022 and 2021: Three Months Ended Nine Months Ended Revenue Stream 2022 2021 2022 2021 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 352,192 41,602 970,224 41,602 Total revenues $ 5,152,192 $ 4,841,602 $ 15,370,224 $ 14,441,602 Advertising and marketing costs All costs related to advertising and marketing are expensed as incurred. For the three and nine months ended June 30, 2022, advertising and marketing costs amounted to $147,177 and $345,826, respectively, which was included in operating expenses on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income. For the three and nine months ended June 30, 2021, the Company did not incur any advertising and marketing costs. 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 and nine months ended June 30, 2022 and 2021, 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 Nine Months Ended 2022 2021 2022 2021 Stock options 5,850,000 — 5,850,000 — Convertible preferred stock — 1,250,000 — 1,250,000 Potentially dilutive securities 5,850,000 1,250,000 5,850,000 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 June 30, 2022 and September 30, 2021 were translated at 0.8212 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 nine months ended June 30, 2022 and for the period from May 28, 2021 through June 30, 2021 was 0.7615 GBP and 0.7133 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. 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 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 4 — 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: • revenue for that performance obligation. 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. Under a General Services Agreement (“GSA”), the Company is contractually obligated to provide for the fulfillment software, technology, customer sales and marketing and risk management technology hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”) The Company provides these services, obtained from affiliate service provider FXDirect Dealer, LLC which is under common ownership, and controls the services of its service provider necessary to legally transfer of the services to TCM. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation by providing ongoing service support enabling TCM to conduct its retail FX business without interruption. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The monthly GSA price is calculated by applying the Company’s 1.6% mark -up • 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 payment services from one fiat currency to another 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 unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K 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 June 30, 2022 and December 31, 2021 substantially all of the assets held in the Trust Account were held in money market funds, which primarily invested in U.S. Treasury Bills. The Company had $41,549,673 and 47,387,687 in Marketable securities held in the Trust Account as of June 30, 2022 and December 31, 2021, 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 on March 28, 2022, an aggregate amount of 633,792 shares were redeemed in connection with the Special Meeting. Accordingly, 3,966,208 and 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 as of June 30, 2022 and December 31, 2021, respectively. The Public Shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480 -10-S99 As of June 30, 2022 and December 31, 2021, the ordinary shares reflected in the balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Add: Accretion of carrying value to redemption value 56,651 Add: Reclassification of temporary equity 634,594 Ordinary shares subject to possible redemption as of June 30, 2022 $ 41,549,673 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. Three Months Ended Six Months Ended 2022 2021 2022 2021 Net loss $ (35,544 ) $ (21,345 ) $ (495,827 ) $ (41,718 ) Weighted average shares outstanding, basic and diluted 5,477,208 6,111,000 5,755,372 6,111,000 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.00 ) $ (0.09 ) $ (0.01 ) 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. | NOTE 3. 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 ordinary shares is less than $10.00 per share. In accordance with the guidance, the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid in capital, or in the absence of additional capital, in accumulated deficit. 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 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 47,387,687 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 5). 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. |
Match Acquisition
Match Acquisition | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Business Combinations [Abstract] | ||
MATCH ACQUISITION | NOTE 14 — MATCH ACQUISITION During December 2021, the Company adjusted the valuation used to record the purchase price and the allocation of net assets acquired based on a third party valuation report. During the quarter ended December 31, 2021, the original estimated fair value of the net assets acquired and recorded by the Company decreased by $2,861,631 from the original estimated valuation with a corresponding decrease in additional paid -in Estimated Transaction Valuation Adjusted Assets acquired: Cash $ 21,370 $ 21,370 Accounts receivable 46,602 46,602 Other current assets 142 142 Intangible assets 14,010,631 74,771 (2,861,631 ) 11,223,771 Total assets 14,078,745 11,291,885 Liabilities assumed: Accounts payable and accrued liabilities 78,745 78,745 Total liabilities 78,745 78,745 Purchase price $ 14,000,000 74,771 (2,861,631 ) $ 11,213,140 | NOTE 5 — ACQUISITION 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 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 In connection with the acquisition, the Company incurred direct transaction costs of approximately $47,000 which have been classified as costs of acquisition. The costs of acquisition are allocated to the acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess is allocated to intangible assets (licenses and banking infrastructure). The costs of acquisition exceeded the fair value of net assets acquired by approximately $14 million. The Company allocated the $14 million excess to intangible assets (licenses and banking infrastructure). 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 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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 6 — INTANGIBLE ASSETS Intangible assets primarily consist of the valuation of identifiable intangible assets acquired, representing trade names, regulatory licenses, and technology. The straight -line At June 30, 2022 and September 30, 2021, intangible assets consisted of the following: Useful June 30, September 30, 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 — Software 3 Years 11,237 — 11,235,008 14,085,402 Less: accumulated amortization (2,567,012 ) (469,286 ) $ 8,667,996 $ 13,616,116 (1) For the three months ended June 30, 2022 and 2021, amortization expense amounted to $592,892 and $117,145, respectively, of which, $526,601 and $117,145 was included in cost of revenue — financial services, and $66,291 and $0 was included in operating expenses, respectively. For the nine months ended June 30, 2022 and 2021, amortization expense amounted to $2,097,726 and $117,145, respectively, of which, $1,899,791 and $117,145 was included in cost of revenue — financial services, and $197,935 and $0 was included in operating expenses, respectively. Amortization of intangible assets attributable to future periods is as follows: For the Twelve-month Period Ending June 30: Amortization 2023 $ 2,371,566 2024 2,345,927 2025 2,062,027 2026 1,888,476 2027 and thereafter — $ 8,667,996 | NOTE 6 — INTANGIBLE ASSETS Intangible assets consist of the valuation of identifiable intangible assets acquired (See Note 5), 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 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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 7 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES At June 30, 2022 and September 30, 2021, accounts payable and accrued liabilities consisted of the following: June 30, September 30, Directors’ compensation $ 207,205 $ 170,538 Professional fees 238,755 125,697 Accounts payable 80,816 54,831 Others 16,491 29,655 Total $ 543,267 $ 380,721 | NOTE 7 — 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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Share Capital [Abstract] | ||
SHARE CAPITAL | NOTE 8 — 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 shares of its common stock to Jacobi Asset Management Holdings Limited’s shareholders as consideration of acquisition of 5.0% of the issued and outstanding ordinary shares 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, and the Company recorded cost method investment of $6,602,000 (see Note 4). Common stock issued for equity method investment On March 17, 2022, the Company issued 15,151,515 shares of its common stock to Digiclear Shareholder for acquisition of 50% equity interest of Digiclear. These shares were valued at $5,000,000, the fair market value on the grant date using the reported closing share price on the date of grant. Options The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at June 30, 2022: Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $ 0.09 – 1.00 4,850,000 3.27 $ 0.29 50,000 $ 0.40 2.50 1,000,000 4.22 2.50 — — $ 0.09 – 2.50 5,850,000 3.43 $ 0.67 50,000 $ 0.40 Stock option activities for the nine months ended June 30, 2022 were as follows: Number of Weighted Outstanding at October 1, 2021 1,000,000 $ 2.50 Granted 4,850,000 0.29 Terminated/Exercised/Expired — — Outstanding at June 30, 2022 5,850,000 $ 0.67 Options exercisable at June 30, 2022 50,000 $ 0.40 Options expected to vest 5,800,000 $ 0.67 The aggregate intrinsic value of stock options outstanding and stock options exercisable at June 30, 2022 was $240,000 and $0, respectively. The fair values of options granted during the nine months ended June 30, 2022 were estimated at the date of grant using the Black -Scholes -pricing -free -based For the three and nine months ended June 30, 2022, stock -based -based In January 2022, the Company issued 50,000 stock options for software purchase. The fair value of 50,000 stock options granted was $11,237 which was recorded as the cost of software. For the three and nine months ended June 30, 2022, amortization in connection with the software amounted to $937 and $1,873, respectively, which was included in amortization of intangible assets on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. A summary of the status of the Company’s nonvested stock options granted as of June 30, 2022 and changes during the nine months ended June 30, 2022 is presented below: Number of Weighted Nonvested at October 1, 2021 1,000,000 $ 2.50 Granted 4,850,000 0.29 Vested (50,000 ) (0.40 ) Nonvested at June 30, 2022 5,800,000 $ 0.67 | NOTE 8 — 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) 2) -annually 3) 4) -voting 5) 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 Price Number Remaining Number Exercise Price $ 2.50 1,000,000 4.97 — $ — Stock option activities for the year ended September 30, 2021 were as follows: Number of 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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 10 — INCOME TAXES The Company recorded no income tax expense for the three and nine months ended June 30, 2022 and 2021 because the estimated annual effective tax rate was zero. As of June 30, 2022, 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 9 — 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Related Party Transactions [Line Items] | ||||
RELATED PARTY TRANSACTIONS | 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 three and nine months ended June 30, 2022 and 2021, 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 Three Months Nine Months Nine Months Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 $ 4,800,000 $ 4,800,000 $ 14,40,000 $ 14,400,000 During the three and nine months ended June 30, 2022 and 2021, 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 Three Months Nine Months Nine Months Service received from: FXDIRECT $ 4,725,000 $ 4,725,000 $ 14,175,000 $ 14,175,000 $ 4,725,000 $ 4,725,000 $ 14,175,000 $ 14,175,000 Due from affiliates At June 30, 2022 and September 30, 2021, due from related parties consisted of the following: June 30, September 30, NUKK Capital(*) $ — $ 144,696 TCM 871,344 2,473,177 Total $ 871,344 $ 2,617,873 (*) 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 June 30, 2022 and September 30, 2021. The Company historically has not experienced uncollectible receivable from the related parties. Due to affiliates At June 30, 2022 and September 30, 2021, due to related parties consisted of the following: June 30, September 30, Forexware LLC(*) $ 1,049,229 $ 579,229 FXDIRECT 2,556,076 3,341,893 CMH 42,000 42,000 FXDD Trading(*) 266,511 294,670 Total $ 3,913,816 $ 4,257,792 (*) 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 Letter agreement with ClearThink Nukkleus is party to a letter agreement with ClearThink dated as of November 22, 2021, pursuant to which ClearThink was engaged by Nukkleus in connection with the Business Combination (See Note 14 - White Lion Stock Purchase Agreement). Craig Marshak, a member of the Board of Directors of Nukkleus, is a managing director of ClearThink, a transaction advisory firm. ClearThink has been engaged by Nukkleus to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise Nukkleus with respect to the Business Combination. As of June 30, 2022 Nukkleus has paid ClearThink $140,000, which have been included in professional fees on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of June 30, 2022. | NOTE 10 — 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 (*) 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 (*) 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 amount 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 amount of up to 150,000 shares subject to forfeiture by the initial shareholders to the extent that the underwriters’ over -allotment -allotment The initial shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, the earlier of (i) one year 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 amount 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 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 June 30, 2022. 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 June 30, 2022. 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 amount of 633,792 shares in connection with the Special Meeting. As of June 30, 2022, $634,594 was outstanding under the Promissory Note V. The note is non -interest Advance from related party As of June 30, 2022, the Sponsor advanced $670,600 to the Company for working capital purposes. For the six months ended June 30, 2022, the Company borrowed $670,100 to pay for operating costs and expenses related to the Business Combination. | NOTE 6. 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 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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | ||
CONCENTRATIONS | NOTE 11 — 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 and nine months ended June 30, 2022 and 2021. Three Months Ended Nine Months Ended Customer 2022 2021 2022 2021 A – related party 93.2 % 99.1 % 93.7 % 99.7 % One related party 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 June 30, 2022, accounted for 92.7% of the Company’s total outstanding accounts receivable, and accounts receivable — related party at June 30, 2022. One related party 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 and nine months ended June 30, 2022 and 2021. Three Months Ended Nine Months Ended Supplier 2022 2021 2022 2021 A – related party 87.1 % 97.0 % 85.5 % 99.0 % Two related parties, whose outstanding payables 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 June 30, 2022, accounted for 80.9% of the Company’s total outstanding accounts payable, and accounts payable — related party at June 30, 2022. One related party 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 11 — 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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENT INFORMATION | NOTE 12 — SEGMENT INFORMATION For the three and nine months ended June 30, 2022 and 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 payment services from one fiat currency to another. 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 and nine months ended June 30, 2022 and 2021 was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenues General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 352,192 41,602 970,224 41,602 Total 5,152,192 4,841,602 15,370,224 14,441,602 Costs of revenues General support services 4,725,000 4,725,000 14,175,000 14,175,000 Financial services 700,705 144,781 2,398,320 144,781 Total 5,425,705 4,869,781 16,573,320 14,319,781 Gross profit (loss) General support services 75,000 75,000 225,000 225,000 Financial services (348,513 ) (103,179 ) (1,428,096 ) (103,179 ) Total (273,513 ) (28,179 ) (1,203,096 ) 121,821 Operating expenses Financial services 255,453 3,439 936,740 3,439 Corporate/Other 1,125,525 68,130 3,312,000 268,656 Total 1,380,978 71,569 4,248,740 272,095 Other (expense) income Financial services (918 ) 360 (3,319 ) 360 Corporate/Other (330,878 ) (1,150 ) (402,585 ) (4,170 ) Total (331,796 ) (790 ) (405,904 ) (3,810 ) Net income (loss) General support services 75,000 75,000 225,000 225,000 Financial services (604,884 ) (106,258 ) (2,368,155 ) (106,258 ) Corporate/Other (1,456,403 ) (69,280 ) (3,714,585 ) (272,826 ) Total (1,986,287 ) (100,538 ) (5,857,740 ) (154,084 ) Amortization Financial services 591,955 117,145 2,095,853 117,145 Corporate/Other 937 — 1,873 — Total $ 592,892 $ 117,145 $ 2,097,726 $ 117,145 Total assets at June 30, 2022 and September 30, 2021 June 30, September 30, Financial services $ 8,738,375 $ 13,703,140 Corporate/Other 12,102,517 2,956,696 Total $ 20,840,892 $ 16,659,836 | NOTE 12 — 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 payment services from one fiat currency to another. 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 762,297 — Total 19,662,297 18,900,000 Gross profit (loss) General support services 300,000 300,000 Financial services (675,333 ) — Total (375,333 ) 300,000 Operating expenses Financial services 83,944 — Corporate/Other 473,127 413,115 Total 557,071 413,115 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, September 30, Financial services $ 13,703,140 $ — Corporate/Other 2,956,696 3,799,631 Total $ 16,659,836 $ 3,799,631 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Commitments and Contingencies [Line Items] | ||||
COMMITMENTS AND CONTINGENCIES | NOTE 13 — COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company is subject to ordinary routine litigation incidental to its normal business operations. The Company is not currently a party to, and its property is not subject to, any material legal proceedings, except as set forth below. On April 16, 2020, the Company was named as a defendant in the Adversary Proceeding (the “BT Prime Litigation”) filed in the United States Bankruptcy Court for the District of Massachusetts (Case No. 15 -10745-FJB -01178 The BT Prime Litigation was brought by BT Prime against Boston Technologies Powered by Forexware LLC f/k/a Forexware LLC (“Forexware”), Currency Mountain Holdings LLC, Currency Mountain Holdings Limited f/k/a Forexware Malta Holdings Ltd., FXDirectDealer, LLC, FXDD Malta Ltd., Nukkleus, Nukkleus Bermuda Limited and Currency Mountain Holdings Bermuda, Ltd. BT Prime sought, amongst other relief, a determination that the defendants were liable for all of the debts of BT Prime stemming from its bankruptcy proceedings, and sought to recover certain amounts transferred to Forexware and FXDD Malta prior to the initiation of the bankruptcy case. In the sole claim asserted against Nukkleus, BT Prime alleged that Nukkleus acquired certain technology assets from Forexware and is a continuation of the business of Forexware and a successor -in-interest Merger 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 Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). The Merger Agreement has been approved by the Company’s boards of directors. The transaction is expected to close in the fourth quarter of fiscal year 2022 provided however there is no guarantee that the transaction will close. White Lion Stock Purchase Agreement On May 17, 2022, the Company entered into a Stock Purchase Agreement (the “White Lion Agreement”) with White Lion Capital Partners, LLC a California -based efforts to file with the SEC a registration statement covering the shares to be acquired by White Lion within sixty days following the closing of the previously announced business combination with Brilliant Acquisition Corporation described in its Current Report on Form 8 -K The term of the White Lion Agreement commences on the effective date of the registration statement and shall end on December 31, 2024, or, if earlier, the date on which White Lion has purchased the maximum number of shares of the Company’s common stock provided under the White Lion Agreement, in each case on the terms and subject to the conditions set forth in the White Lion Agreement. White Lion’s purchase price will be 96% of the dollar- volume weighted average price of the Company’s common stock over the two consecutive trading days immediately following receipt of the Company’s notice of its intent to make a draw. As of June 30, 2022, the White Lion Agreement is not yet effective. During the term of the White Lion Agreement, on the terms and subject to the conditions set forth therein, the Company may draw up to the lesser of (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. The Company is not entitled to draw on the White Lion Agreement if the closing sale price of the Company’s common stock on the trading day immediately preceding the notice date is less than $1.00 (following the reverse stock split proposed in connection with the closing of the Business Combination and described in the Company’s Current Report on Form 8 -K -cash -K In addition to the shares to be issued under the White Lion Agreement, the Company will include in its registration statement additional shares of the Company’s common stock in the amount of $750,000 being issued to White Lion in connection with the execution of the White Lion Agreement. White Lion Registration Rights Agreement In connection with the Company’s entry into the White Lion Agreement, the Company entered into a Registration Rights Agreement with White Lion (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to file a registration statement under the Securities Act registering the resale of the shares sold under the White Lion Agreement within sixty days of the closing of the Business Combination. The Registration Rights Agreement also provides that the Company is required to use its commercially reasonable efforts to keep the registration effective and to prepare and file with the SEC such amendments and supplements if the foregoing registration statement is not then in effect, and the Company proposes to file certain types of registration statements under as may be necessary to keep the registration statement effective. | NOTE 13 — CONTINGENCY On 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 Nukkleus has issued a limited guarantee of the obligations under a settlement agreement among BT Prime and the defendants other than Nukkleus, limited to an amount equal to $2,050,000, which guarantee is subject to release following payment by the defendants other than Nukkleus of their obligations under the settlement agreement. Nukkleus management believes that the term of the limited guarantee will expire without any payment obligation or other cost to Nukkleus. On May 31, 2022, the BT Prime Litigation was dismissed with prejudice by the bankruptcy court as to Nukkleus and FXDD Malta Ltd. | ||
Brilliant Acquisition Corp [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
COMMITMENTS AND CONTINGENCIES | 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). | NOTE 7. 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 8), 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Subsequent Events [Line Items] | ||||
SUBSEQUENT EVENTS | NOTE 15 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. | NOTE 14 — SUBSEQUENT EVENTS Jacobi transaction On October 20, 2021, the Company and the shareholders (the “Original Jacobi Shareholders”) of Jacobi Asset Management Holdings Limited (“Jacobi”), including entities of which Jamal Khurshid and Nicholas Gregory, respectively, are the beneficial owner, 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 -party -K Letter agreement with ClearThink Nukkleus is party to a letter agreement with ClearThink dated as of November 22, 2021, pursuant to which ClearThink was engaged by Nukkleus in connection with the Business Combination (See Note 15 — White Lion Stock Purchase Agreement Craig Marshak, a member of the Board of Directors of Nukkleus, is a managing director of ClearThink, a transaction advisory firm. ClearThink has been engaged by Nukkleus to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise Nukkleus with respect to the Business Combination. As of the date of this annual report re -issuance -issuance | ||
Brilliant Acquisition Corp [Member] | ||||
Subsequent Events [Line Items] | ||||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS Extension of the period of time to consummate its initial business combination On July 13, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $353,000 (the “Note”) to the Sponsor. The Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the Note have been deposited in the Company’s trust account in connection with extending the business combination completion window until October 23, 2022. In connection with a special meeting to approve the extension of the business combination period, the Company’s shareholders elected to redeem an aggregate amount of 1,025,281 shares, and the Company redeemed such shares for an aggregate amount of $10,742,906, or approximately $10.48 per share. The Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. | NOTE 12. 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 |
Events (Unaudited) Subsequent t
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Event At The Date Of Independent Auditors Report Abstract | |
EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITORS’ REPORT | NOTE 15 — EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITORS’ REPORT Digiclear transaction 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 shares of common stock of the Company (the “Digiclear Transaction”). The Digiclear Transaction closed on March 17, 2022. Digiclear is a company developing a custody and settlement utility operating system. Third party valuation report In February 2022, a third party valuation report in connection with the acquisition of Match 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. Merger 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 Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). The Merger Agreement has been approved by the Company’s boards of directors. The transaction is expected to close in the third quarter of fiscal year 2022 provided however there is no guarantee that the transaction will close. White Lion Stock Purchase Agreement On May 17, 2022, the Company entered into a Stock Purchase Agreement (the “White Lion Agreement”) with White Lion Capital Partners, LLC a California -based -K The term of the White Lion Agreement commences on the effective date of the registration statement and shall end on December 31, 2024, or, if earlier, the date on which White Lion has purchased the maximum number of shares of the Company’s common stock provided under the White Lion Agreement, in each case on the terms and subject to the conditions set forth in the White Lion Agreement. White Lion’s purchase price will be 96% of the dollar -volume During the term of the White Lion Agreement, on the terms and subject to the conditions set forth therein, the Company may draw up to the lesser of (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. The Company is not entitled to draw on the White Lion Agreement if the closing sale price of the Company’s common stock on the trading day immediately preceding the notice date is less than $1.00 (following the reverse stock split proposed in connection with the closing of the Business Combination and described in the Company’s Current Report on Form 8 -K -cash -K In addition to the shares to be issued under the White Lion Agreement, the Company will include in its registration statement additional shares of the Company’s common stock in the amount of $750,000 being issued to White Lion in connection with the execution of the White Lion Agreement. White Lion Registration Rights Agreement In connection with the Company’s entry into the White Lion Agreement, the Company entered into a Registration Rights Agreement with White Lion (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to file a registration statement under the Securities Act registering the resale of the shares sold under the White Lion Agreement within sixty days of the closing of the Business Combination. The Registration Rights Agreement also provides that the Company is required to use its commercially reasonable efforts to keep the registration effective and to prepare and file with the SEC such amendments and supplements if the foregoing registration statement is not then in effect, and the Company proposes to file certain types of registration statements under as may be necessary to keep the registration statement effective. Appointment of directors On May 31, 2022, the Board of Directors (the “Board”) increased the authorized number of directors of the Company and appointed Nicholas Gregory, Daniel Marcus and Brian Schwieger, each to serve as a member of the Board, with immediate effect, each until such time as he resigns or is removed and his successor appointed. There are no arrangements or understandings between any of Mr. Gregory, Mr. Marcus or Mr. Schwieger and the Company or any other person pursuant to which Mr. Gregory, Mr. Marcus or Mr. Schwieger, as applicable, was elected as a director. Mr. Marcus will serve on the Company’s audit committee, nomination committee and compensation committee. Mr. Gregory will serve on the Company’s audit committee and nomination committee. Mr. Schwieger will serve on the Company’s audit committee, nomination committee and compensation committee. |
Cost Method Investment
Cost Method Investment | 9 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
COST METHOD INVESTMENT | NOTE 4 — COST METHOD INVESTMENT At June 30, 2022, 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 |
Equity Method Investment
Equity Method Investment | 9 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 5 — EQUITY METHOD INVESTMENT As of June 30, 2022, the equity method investment amounted to $4,598,701. The investment represents the Company’s interest in Digiclear Ltd. (“Digiclear”). Digiclear was incorporated on July 13, 2021 in United Kingdom. The company and the other unrelated party accounted for 50% and 50% of the total ownership, respectively. Digiclear is focused on digital asset custody and settlement. The Company accounts for the investment in Digiclear under the equity method of accounting. Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated -date For the three months ended June 30, 2022 and the period from March 17, 2022 (date of investment) through June 30, 2022, loss on investment in Digiclear amounted to $330,680 and $401,299, respectively, and the loss was composed of the Company’s share of Digiclear’s net loss of $88,887 and $119,207, and the adjustment for allocated amortization of intangible asset of $241,793 and $282,092, respectively, were included in loss from equity method investment in the accompanying condensed consolidated statements of operations and comprehensive loss. The tables below present the summarized unaudited financial information, as provided to the Company by the investee, for the unconsolidated company: June 30, Current assets $ 9,667 Noncurrent assets 456,631 Current liabilities 231,177 Noncurrent liabilities — Equity 235,121 For the For the Net revenue $ — $ — Gross profit — — Loss from operations 177,774 238,415 Net loss 177,774 238,415 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Brilliant Acquisition Corp [Member] | |
Restatement of Previously Issued Financial Statements [Line Items] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company had previously not accounted for extension deposits as ordinary shares subject to possible redemption. On August 4, 2022, in connection with the preparation of the Company’s financial statements as of June 30, 2022, the Company’s management concluded that extension deposits should be reclassified from retained earnings (accumulated deficit) to ordinary shares subject to possible redemption. The Company also concluded that it is appropriate to restate the Company’s previously issued audited balance sheet as of December 31, 2021, reported on Form 10 -K -Q The following tables summarize the effect of the restatement on each balance sheet line item as of the dates, indicated: As Previously Reported Adjustment As Restated Balance sheet at June 30, 2021 Ordinary shares subject to possible redemption $ 46,000,000 $ 460,000 $ 46,460,000 Retained earnings (accumulated deficit) $ (3,767,198 ) $ (460,000 ) $ (4,227,198 ) As Previously Reported Adjustment As Restated Balance sheet at September 30, 2021 Ordinary shares subject to possible redemption $ 46,000,000 $ 920,000 $ 46,920,000 Retained earnings (accumulated deficit) $ (3,891,810 ) $ (920,000 ) $ (4,811,810 ) As Previously Reported Adjustment As Restated Balance sheet at December 31, 2021 Ordinary shares subject to possible redemption $ 46,007,687 $ 1,380,000 $ 47,387,687 Retained earnings (accumulated deficit) $ (4,332,294 ) $ (1,380,000 ) $ (5,712,294 ) The restatements above are included in the financial statements herein. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | 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 | NOTE 4. 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 8). Each Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share (see Note 8). On June 30, 2020, the underwriters fully exercised their over -allotment |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | 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 purchased an aggregate amount 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 | NOTE 5. 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | 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 | NOTE 8. 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Brilliant Acquisition Corp [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
DERIVATIVE WARRANT LIABILITIES | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of June 30, 2022, 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 | NOTE 9. 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 8) 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Brilliant Acquisition Corp [Member] | ||
Fair Value Measurements [Line Items] | ||
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 June 30, 2022 and December 31, 2021, 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 investments held in the Trust Account was comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in money market funds that invest in U.S. government securities, or a combination thereof. The fair value for trading securities is determined using quoted market prices in active markets. 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 as of June 30, 2022 and December 31, 2021 and indicates the fair value of held to maturity securities as follows. Level June 30, December 31, 2021 Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 41,549,673 $ 47,387,687 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 119,096 $ 180,479 The fair value of the Private Warrants was estimated using Binomial model for the six months ended June 30, 2022 and six months June 30, 2021, respectively. For the six months ended June 30, 2022 on the statements of operations, the Company recognized a decrease of $61,383 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: June 30, December 31, Volatility 2.42 % 10.50 % Share price 10.47 10.20 Expected life of the warrants to convert 5.10 5.56 Risk free rate 3.06 % 1.37 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities for the six months ended June 30, 2022 and 2021 were as below: Derivative Warrant Liabilities as of December 31, 2020 $ 247,634 Change in fair value of derivative warrant liabilities (56,901 ) Derivative Warrant Liabilities as of March 31, 2021 190,733 Change in fair value of derivative warrant liabilities (6,067 ) Derivative Warrant Liabilities as of June 30, 2021 $ 184,666 Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Change in fair value of derivative warrant liabilities (5,041 ) Derivative Warrant Liabilities as of March 31, 2022 175,438 Change in fair value of derivative warrant liabilities (56,342 ) Derivative Warrant Liabilities as of June 30, 2022 $ 119,096 | NOTE 10. 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 9, 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) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | 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 and nine months ended June 30, 2022 and 2021 include the useful life of intangible assets, assumptions used in assessing impairment of long -term -based | 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 June 30, 2022 and September 30, 2021, the Company’s cash balances by geographic area were as follows: Country: June 30, 2022 September 30, 2021 United States $ 11,812 51.0 % $ 327,443 92.1 % United Kingdom 11,156 48.2 % 28,056 7.9 % Malta 174 0.8 % 174 0.0 % Total cash $ 23,142 100.0 % $ 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 June 30, 2022 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. | ||
Credit risk and uncertainties | 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 | 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 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, technology and software, 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: • -up • | Revenue recognition The Company accounts for revenue under the provisions of ASC Topic 606. The Company’s revenues are derived from providing: • revenue for that performance obligation. 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. Under a General Services Agreement (“GSA”), the Company is contractually obligated to provide for the fulfillment software, technology, customer sales and marketing and risk management technology hardware and software solutions package to Triton Capital Markets Ltd. (“TCM”) The Company provides these services, obtained from affiliate service provider FXDirect Dealer, LLC which is under common ownership, and controls the services of its service provider necessary to legally transfer of the services to TCM. Consequently, the Company is defined as the principal in the transaction. The Company, as principal, satisfies its obligation by providing ongoing service support enabling TCM to conduct its retail FX business without interruption. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The monthly GSA price is calculated by applying the Company’s 1.6% mark -up • | ||
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 payment services from one fiat currency to another In the following table, revenues are disaggregated by segment for the three and nine months ended June 30, 2022 and 2021: Three Months Ended Nine Months Ended Revenue Stream 2022 2021 2022 2021 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 352,192 41,602 970,224 41,602 Total revenues $ 5,152,192 $ 4,841,602 $ 15,370,224 $ 14,441,602 | 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 payment services from one fiat currency to another 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 and nine months ended June 30, 2022, advertising and marketing costs amounted to $147,177 and $345,826, respectively, which was included in operating expenses on the accompanying unaudited condensed consolidated statements of operations and comprehensive (loss) income. For the three and nine months ended June 30, 2021, the Company did not incur any advertising and marketing costs. | 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 June 30, 2022 and September 30, 2021 were translated at 0.8212 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 nine months ended June 30, 2022 and for the period from May 28, 2021 through June 30, 2021 was 0.7615 GBP and 0.7133 GBP to $1.00, respectively. 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 and nine months ended June 30, 2022 and 2021, 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 Nine Months Ended 2022 2021 2022 2021 Stock options 5,850,000 — 5,850,000 — Convertible preferred stock — 1,250,000 — 1,250,000 Potentially dilutive securities 5,850,000 1,250,000 5,850,000 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 | ||
Reclassifications | 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. | 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 -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. | ||
Fair value of financial instruments and fair value measurements | 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 | |||
Other current assets | Other current assets Other current assets primarily consist of prepaid OTC Markets listing fees. As of June 30, 2022 and September 30, 2021, other current assets amounted to $9,250 and $12,221, respectively. | |||
Investments | Investments Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are 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) income, and a new basis in the investment is established. The Company uses the equity method of accounting for its investments in, and earning or loss of, a company that it does not control but over which it does exert significant influence. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. If the Company considers any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write -down | |||
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. | 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 | Cash and Cash Equivalents The Company considers all short -term -cash -cash | ||
Credit risk and uncertainties | 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. | 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. | 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. Three Months Ended Six Months Ended 2022 2021 2022 2021 Net loss $ (35,544 ) $ (21,345 ) $ (495,827 ) $ (41,718 ) Weighted average shares outstanding, basic and diluted 5,477,208 6,111,000 5,755,372 6,111,000 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.00 ) $ (0.09 ) $ (0.01 ) | 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. | 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. | ||
Fair value of financial instruments and fair value measurements | 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 | 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 unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K | 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 | 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 companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Marketable securities held in Trust Account | Marketable securities held in Trust Account As of June 30, 2022 and December 31, 2021 substantially all of the assets held in the Trust Account were held in money market funds, which primarily invested in U.S. Treasury Bills. The Company had $41,549,673 and 47,387,687 in Marketable securities held in the Trust Account as of June 30, 2022 and December 31, 2021, respectively. | 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 on March 28, 2022, an aggregate amount of 633,792 shares were redeemed in connection with the Special Meeting. Accordingly, 3,966,208 and 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 as of June 30, 2022 and December 31, 2021, respectively. The Public Shares subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480 -10-S99 As of June 30, 2022 and December 31, 2021, the ordinary shares reflected in the balance sheets are reconciled in the following table: Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Add: Accretion of carrying value to redemption value 56,651 Add: Reclassification of temporary equity 634,594 Ordinary shares subject to possible redemption as of June 30, 2022 $ 41,549,673 | 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 ordinary shares is less than $10.00 per share. In accordance with the guidance, the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid in capital, or in the absence of additional capital, in accumulated deficit. 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 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 47,387,687 | ||
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 | 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 | 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 5). All of the Company’s outstanding Liability Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement |
Restatement of Previously Fil_2
Restatement of Previously Filed Financial Statements (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Filed Financial Statements [Abstract] | |
Schedule of represents the impacts of the adjustment | As Adjustment As Consolidated Statement of Operations and Comprehensive Loss for the Year Ended September 30, 2021 Cost of revenue – financial services $ 293,011 $ 469,286 $ 762,297 Total costs of revenues $ 19,193,011 $ 469,286 $ 19,662,297 Gross loss – financial services $ (206,047 ) $ (469,286 ) $ (675,333 ) Total gross profit (loss) $ 93,953 $ (469,286 ) $ (375,333 ) Amortization of intangible assets $ 469,286 $ (469,286 ) $ — Total operating expenses $ 1,026,357 $ (469,286 ) $ 557,071 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | ||||
Schedule of cash balances by geographic area | Country: June 30, 2022 September 30, 2021 United States $ 11,812 51.0 % $ 327,443 92.1 % United Kingdom 11,156 48.2 % 28,056 7.9 % Malta 174 0.8 % 174 0.0 % Total cash $ 23,142 100.0 % $ 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 | 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 | 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 | |||
Schedule of revenues are disaggregated by segment | Three Months Ended Nine Months Ended Revenue Stream 2022 2021 2022 2021 General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 352,192 41,602 970,224 41,602 Total revenues $ 5,152,192 $ 4,841,602 $ 15,370,224 $ 14,441,602 | |||
Schedule of securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options 5,850,000 — 5,850,000 — Convertible preferred stock — 1,250,000 — 1,250,000 Potentially dilutive securities 5,850,000 1,250,000 5,850,000 1,250,000 | |||
Brilliant Acquisition Corp [Member] | ||||
Summary of Significant Accounting Policies (Tables) [Line Items] | ||||
Schedule of ordinary shares reflected in the balance sheets | Ordinary shares subject to possible redemption as of January 1, 2021 $ 46,000,000 Add: Accretion of carrying value to redemption value 7,687 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 $ 47,387,687 Less: Redemption of 633,792 shares (6,529,259 ) Add: Accretion of carrying value to redemption value 56,651 Add: Reclassification of temporary equity 634,594 Ordinary shares subject to possible redemption as of June 30, 2022 $ 41,549,673 | 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 Add: Reclassification of temporary equity 1,380,000 Ordinary shares subject to possible redemption as of December 31, 2021 47,387,687 | ||
Schedule of loss per ordinary share | Three Months Ended Six Months Ended 2022 2021 2022 2021 Net loss $ (35,544 ) $ (21,345 ) $ (495,827 ) $ (41,718 ) Weighted average shares outstanding, basic and diluted 5,477,208 6,111,000 5,755,372 6,111,000 Basic and diluted net loss per ordinary share $ (0.01 ) $ (0.00 ) $ (0.09 ) $ (0.01 ) | 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 ) |
Match Acquisition (Tables)
Match Acquisition (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Business Combinations [Abstract] | ||
Schedule of summarizes total consideration transferred | Estimated Transaction Valuation Adjusted Assets acquired: Cash $ 21,370 $ 21,370 Accounts receivable 46,602 46,602 Other current assets 142 142 Intangible assets 14,010,631 74,771 (2,861,631 ) 11,223,771 Total assets 14,078,745 11,291,885 Liabilities assumed: Accounts payable and accrued liabilities 78,745 78,745 Total liabilities 78,745 78,745 Purchase price $ 14,000,000 74,771 (2,861,631 ) $ 11,213,140 | 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) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | Useful June 30, September 30, 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 — Software 3 Years 11,237 — 11,235,008 14,085,402 Less: accumulated amortization (2,567,012 ) (469,286 ) $ 8,667,996 $ 13,616,116 (1) | Useful 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 June 30: Amortization 2023 $ 2,371,566 2024 2,345,927 2025 2,062,027 2026 1,888,476 2027 and thereafter — $ 8,667,996 | 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) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accounts payable and accrued liabilities | June 30, September 30, Directors’ compensation $ 207,205 $ 170,538 Professional fees 238,755 125,697 Accounts payable 80,816 54,831 Others 16,491 29,655 Total $ 543,267 $ 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) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Share Capital [Abstract] | ||
Schedule of common stock issuable upon exercise of options outstanding | Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $ 0.09 – 1.00 4,850,000 3.27 $ 0.29 50,000 $ 0.40 2.50 1,000,000 4.22 2.50 — — $ 0.09 – 2.50 5,850,000 3.43 $ 0.67 50,000 $ 0.40 | Options Outstanding Options Exercisable Exercise Price Number Remaining Number Exercise Price $ 2.50 1,000,000 4.97 — $ — |
Schedule of stock option activities | Number of Weighted Outstanding at October 1, 2021 1,000,000 $ 2.50 Granted 4,850,000 0.29 Terminated/Exercised/Expired — — Outstanding at June 30, 2022 5,850,000 $ 0.67 Options exercisable at June 30, 2022 50,000 $ 0.40 Options expected to vest 5,800,000 $ 0.67 | Number of 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 Weighted Nonvested at October 1, 2021 1,000,000 $ 2.50 Granted 4,850,000 0.29 Vested (50,000 ) (0.40 ) Nonvested at June 30, 2022 5,800,000 $ 0.67 | 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 (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) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Schedule of related party transaction | Three Months Three Months Nine Months Nine Months Service provided to: TCM $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 $ 4,800,000 $ 4,800,000 $ 14,40,000 $ 14,400,000 Three Months Three Months Nine Months Nine Months Service received from: FXDIRECT $ 4,725,000 $ 4,725,000 $ 14,175,000 $ 14,175,000 $ 4,725,000 $ 4,725,000 $ 14,175,000 $ 14,175,000 | 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 | June 30, September 30, NUKK Capital(*) $ — $ 144,696 TCM 871,344 2,473,177 Total $ 871,344 $ 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 (*) |
Schedule of due to affiliates | June 30, September 30, Forexware LLC(*) $ 1,049,229 $ 579,229 FXDIRECT 2,556,076 3,341,893 CMH 42,000 42,000 FXDD Trading(*) 266,511 294,670 Total $ 3,913,816 $ 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 (*) |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | ||
Schedule of customer and supplier revenues | Three Months Ended Nine Months Ended Customer 2022 2021 2022 2021 A – related party 93.2 % 99.1 % 93.7 % 99.7 % Three Months Ended Nine Months Ended Supplier 2022 2021 2022 2021 A – related party 87.1 % 97.0 % 85.5 % 99.0 % | 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) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of reportable business segments | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenues General support services $ 4,800,000 $ 4,800,000 $ 14,400,000 $ 14,400,000 Financial services 352,192 41,602 970,224 41,602 Total 5,152,192 4,841,602 15,370,224 14,441,602 Costs of revenues General support services 4,725,000 4,725,000 14,175,000 14,175,000 Financial services 700,705 144,781 2,398,320 144,781 Total 5,425,705 4,869,781 16,573,320 14,319,781 Gross profit (loss) General support services 75,000 75,000 225,000 225,000 Financial services (348,513 ) (103,179 ) (1,428,096 ) (103,179 ) Total (273,513 ) (28,179 ) (1,203,096 ) 121,821 Operating expenses Financial services 255,453 3,439 936,740 3,439 Corporate/Other 1,125,525 68,130 3,312,000 268,656 Total 1,380,978 71,569 4,248,740 272,095 Other (expense) income Financial services (918 ) 360 (3,319 ) 360 Corporate/Other (330,878 ) (1,150 ) (402,585 ) (4,170 ) Total (331,796 ) (790 ) (405,904 ) (3,810 ) Net income (loss) General support services 75,000 75,000 225,000 225,000 Financial services (604,884 ) (106,258 ) (2,368,155 ) (106,258 ) Corporate/Other (1,456,403 ) (69,280 ) (3,714,585 ) (272,826 ) Total (1,986,287 ) (100,538 ) (5,857,740 ) (154,084 ) Amortization Financial services 591,955 117,145 2,095,853 117,145 Corporate/Other 937 — 1,873 — Total $ 592,892 $ 117,145 $ 2,097,726 $ 117,145 | 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 762,297 — Total 19,662,297 18,900,000 Gross profit (loss) General support services 300,000 300,000 Financial services (675,333 ) — Total (375,333 ) 300,000 Operating expenses Financial services 83,944 — Corporate/Other 473,127 413,115 Total 557,071 413,115 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 June 30, 2022 and September 30, 2021 June 30, September 30, Financial services $ 8,738,375 $ 13,703,140 Corporate/Other 12,102,517 2,956,696 Total $ 20,840,892 $ 16,659,836 | Total assets at September 30, 2021 and 2020 September 30, September 30, Financial services $ 13,703,140 $ — Corporate/Other 2,956,696 3,799,631 Total $ 16,659,836 $ 3,799,631 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of the summarized financial information | June 30, Current assets $ 9,667 Noncurrent assets 456,631 Current liabilities 231,177 Noncurrent liabilities — Equity 235,121 For the For the Net revenue $ — $ — Gross profit — — Loss from operations 177,774 238,415 Net loss 177,774 238,415 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Brilliant Acquisition Corp [Member] | |
Restatement of Previously Issued Financial Statements (Tables) [Line Items] | |
Schedule of effect of the restatement on each balance sheet | As Previously Reported Adjustment As Restated Balance sheet at June 30, 2021 Ordinary shares subject to possible redemption $ 46,000,000 $ 460,000 $ 46,460,000 Retained earnings (accumulated deficit) $ (3,767,198 ) $ (460,000 ) $ (4,227,198 ) As Previously Reported Adjustment As Restated Balance sheet at September 30, 2021 Ordinary shares subject to possible redemption $ 46,000,000 $ 920,000 $ 46,920,000 Retained earnings (accumulated deficit) $ (3,891,810 ) $ (920,000 ) $ (4,811,810 ) As Previously Reported Adjustment As Restated Balance sheet at December 31, 2021 Ordinary shares subject to possible redemption $ 46,007,687 $ 1,380,000 $ 47,387,687 Retained earnings (accumulated deficit) $ (4,332,294 ) $ (1,380,000 ) $ (5,712,294 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Brilliant Acquisition Corp [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Tables) [Line Items] | ||
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis | Level June 30, December 31, 2021 Description Assets: Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 41,549,673 $ 47,387,687 Liabilities: Derivative Warrant Liability – Private Warrant 3 $ 119,096 $ 180,479 | 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 | June 30, December 31, Volatility 2.42 % 10.50 % Share price 10.47 10.20 Expected life of the warrants to convert 5.10 5.56 Risk free rate 3.06 % 1.37 % Dividend yield 0.00 % 0.00 % | 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, 2020 $ 247,634 Change in fair value of derivative warrant liabilities (56,901 ) Derivative Warrant Liabilities as of March 31, 2021 190,733 Change in fair value of derivative warrant liabilities (6,067 ) Derivative Warrant Liabilities as of June 30, 2021 $ 184,666 Derivative Warrant Liabilities as of December 31, 2021 $ 180,479 Change in fair value of derivative warrant liabilities (5,041 ) Derivative Warrant Liabilities as of March 31, 2022 175,438 Change in fair value of derivative warrant liabilities (56,342 ) Derivative Warrant Liabilities as of June 30, 2022 $ 119,096 | 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 ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Feb. 22, 2022 | Dec. 15, 2021 | Jun. 25, 2021 | Oct. 01, 2020 | Mar. 28, 2022 | Dec. 30, 2021 | Dec. 23, 2021 | Oct. 20, 2021 | Sep. 20, 2021 | Aug. 30, 2021 | Aug. 30, 2021 | May 28, 2021 | Jun. 30, 2020 | Jun. 29, 2020 | Jun. 26, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 18, 2022 | Jun. 22, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Incurred net loss | $ 5,857,740 | $ 936,846 | |||||||||||||||||||||
Working capital deficit | $ 3,484,888 | 1,594,793 | |||||||||||||||||||||
Description of directly own | Jamal Khurshid and Nicholas Gregory own, directly and indirectly, approximately 40% and 10% of Jacobi, respectively. Jamal Khurshid is the Company’s chief operating officer and director and Nicholas Gregory is the Company’s director. The transactions contemplated by the Jacobi Agreement constituted a “related-party transaction” as defined in Item 404 of Regulation S-K because of Mr. Khurshid’s and Mr. Gregory’s position as beneficial owner of one or more Original Shareholders and New Jacobi Shareholders. | ||||||||||||||||||||||
Generated negative cash flow from operating activities | $ 328,926 | ||||||||||||||||||||||
Cash | $ 23,142 | 23,142 | 355,673 | $ 82,849 | |||||||||||||||||||
Liquidity and capital resources [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Working capital deficit | 3,484,888 | ||||||||||||||||||||||
Brilliant Acquisition Corp [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Working capital deficit | 640,555 | $ 1,651,528 | |||||||||||||||||||||
Cash | $ 39,734 | $ 39,734 | 283,403 | $ 712,817 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 0.12 | $ 0.12 | ||||||||||||||||||||
Net proceeds of initial public offering | $ 40,000,000 | ||||||||||||||||||||||
Transaction costs | $ 2,069,154 | 2,069,154 | |||||||||||||||||||||
Underwriting fees | 1,610,000 | 1,610,000 | |||||||||||||||||||||
Other offering cost | 459,154 | 459,154 | |||||||||||||||||||||
Cash in trust account | $ 39,734 | $ 39,734 | $ 282,903 | ||||||||||||||||||||
Fair market value, percentage | 80% | 80% | 80% | ||||||||||||||||||||
Trust account price per share (in Dollars per share) | $ 10 | $ 10 | |||||||||||||||||||||
Redemption percentage | 15% | 15% | |||||||||||||||||||||
Sponsor to first account | $ 460,000 | ||||||||||||||||||||||
Sponsor to second deposit | $ 460,000 | ||||||||||||||||||||||
Sponsor of third deposit | $ 460,000 | ||||||||||||||||||||||
Aggregate of ordinary shares (in Shares) | 633,792 | ||||||||||||||||||||||
Aggregated amount | $ 10,742,906 | ||||||||||||||||||||||
Per share (in Dollars per share) | $ 10.48 | ||||||||||||||||||||||
Deposit | $ 736,000 | $ 353,000 | $ 353,000 | ||||||||||||||||||||
Deposit returned | $ 101,406 | $ 101,406 | |||||||||||||||||||||
Aggregate shares (in Shares) | 633,792 | 1,025,281 | |||||||||||||||||||||
Trust account per share value | $ 10 | $ 10 | |||||||||||||||||||||
Company bank account | 39,734 | 39,734 | 282,903 | ||||||||||||||||||||
Cash held in the trust account | $ 41,549,673 | $ 41,549,673 | $ 47,387,687 | ||||||||||||||||||||
Stockholders owning percentage | 66% | ||||||||||||||||||||||
Shareholders owning percentage | 34% | ||||||||||||||||||||||
Brilliant Acquisition Corp [Member] | Brilliant [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.16 | $ 0.16 | |||||||||||||||||||||
Aggregated amount | $ 6,529,259 | ||||||||||||||||||||||
Per share (in Dollars per share) | $ 10.3 | ||||||||||||||||||||||
Deposit | $ 634,594 | $ 634,594 | |||||||||||||||||||||
Brilliant Acquisition Corp [Member] | 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 | |||||||||||||||||||||
Gross proceeds | $ 40,000,000 | $ 2,400,000 | |||||||||||||||||||||
Sale of private units (in Shares) | 240,000 | ||||||||||||||||||||||
Brilliant Acquisition Corp [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Gross proceeds | $ 210,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Brilliant Acquisition Corp [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 Acquisition Corp [Member] | Brilliant [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.16 | $ 0.16 | |||||||||||||||||||||
Deposit | $ 634,594 | $ 634,594 | |||||||||||||||||||||
Sponsor [Member] | Brilliant Acquisition Corp [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.46 | $ 0.46 | $ 0.3 | ||||||||||||||||||||
Sponsor [Member] | Subsequent Event [Member] | Brilliant Acquisition Corp [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Deposit | $ 736,000 | ||||||||||||||||||||||
Deposit returned | $ 101,406 | ||||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Number of shares acquired (in Shares) | 20,000,000 | ||||||||||||||||||||||
Business Combination [Member] | Brilliant Acquisition Corp [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Business acquisition, percentage of voting interests acquired | 50% | 50% | 50% | ||||||||||||||||||||
Business combination net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||||||
Business combination, description | 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 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 the 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). | 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 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] | Brilliant Acquisition Corp [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. | In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees were required to deposit into the Trust Account $460,000 or $0.10 per Unit, up to an aggregate amount of $1,380,000, or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months Special Meeting 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. | |||||||||||||||||||||
Business Combination [Member] | Brilliant Acquisition Corp [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Business combination, description | On June 29, 2020, 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. | ||||||||||||||||||||||
Business Acquisition [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Business combination, description | As of June 30, 2022 Nukkleus has paid ClearThink $140,000, which have been included in professional fees on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of June 30, 2022. | ||||||||||||||||||||||
Match Agreement [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Percentage of shares | 30% | 30% | 70% | ||||||||||||||||||||
Balance of ordinary shares (in Shares) | 493 | 493 | |||||||||||||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | 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 | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
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% | ||||||||||||||||||||||
Consideration of shares (in Shares) | 20,000,000 | ||||||||||||||||||||||
Initial Transaction [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Consideration of shares (in Shares) | 70,000,000 | ||||||||||||||||||||||
Digiclear Agreement [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares outstanding (in Shares) | 5,400,000 | ||||||||||||||||||||||
Digiclear Agreement [Member] | Business Acquisition [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Number of shares acquired (in Shares) | 5,400,000 | ||||||||||||||||||||||
Digiclear Transaction [Member] | |||||||||||||||||||||||
The Company History and Nature of The Business (Details) [Line Items] | |||||||||||||||||||||||
Consideration shares (in Shares) | 15,151,515 | ||||||||||||||||||||||
GSA [Member] | Triton Capital Market Ltd [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% | 79% | |||||||||||||||||||||
FXDirectDealer [Member] | Triton Capital Market Ltd [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 |
Restatement of Previously Fil_3
Restatement of Previously Filed Financial Statements (Details) - Schedule of represents the impacts of the adjustment | 12 Months Ended |
Sep. 30, 2021 USD ($) | |
As Reported [Member] | |
Restatement of Previously Filed Financial Statements (Details) - Schedule of represents the impacts of the adjustment [Line Items] | |
Cost of revenue – financial services | $ 293,011 |
Total costs of revenues | 19,193,011 |
Gross loss – financial services | (206,047) |
Total gross profit (loss) | 93,953 |
Amortization of intangible assets | 469,286 |
Total operating expenses | 1,026,357 |
Adjustment [Member] | |
Restatement of Previously Filed Financial Statements (Details) - Schedule of represents the impacts of the adjustment [Line Items] | |
Cost of revenue – financial services | 469,286 |
Total costs of revenues | 469,286 |
Gross loss – financial services | (469,286) |
Total gross profit (loss) | (469,286) |
Amortization of intangible assets | (469,286) |
Total operating expenses | (469,286) |
As Restated [Member] | |
Restatement of Previously Filed Financial Statements (Details) - Schedule of represents the impacts of the adjustment [Line Items] | |
Cost of revenue – financial services | 762,297 |
Total costs of revenues | 19,662,297 |
Gross loss – financial services | (675,333) |
Total gross profit (loss) | (375,333) |
Amortization of intangible assets | |
Total operating expenses | $ 557,071 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 28, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Federally-insured limits | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||||
Cash | 77,000 | |||||||||
Other current assets | 9,250 | 9,250 | $ 9,250 | $ 12,221 | $ 7,010 | |||||
General support price | 1.60% | |||||||||
Advertising costs | $ 17,874 | $ 0 | ||||||||
Foreign Currency Translation Description | Equity accounts were stated at their historical rates. The average translation rate applied to the statement of operations for the nine months ended June 30, 2022 and for the period from May 28, 2021 through June 30, 2021 was 0.7615 GBP and 0.7133 GBP to $1.00, respectively. 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. | ||||||||
Services cost percentage | 1.60% | |||||||||
Advertising and marketing costs | 147,177 | $ 345,826 | ||||||||
Minimum [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Maximum [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Brilliant Acquisition Corp [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Cash | 39,734 | 39,734 | $ 39,734 | $ 283,403 | ||||||
Marketable securities held in the trust account | $ 41,549,673 | $ 41,549,673 | $ 41,549,673 | $ 47,387,687 | $ 46,003,053 | |||||
Aggregate amount (in Shares) | 633,792 | |||||||||
Subject to possible redemption of shares (in Shares) | 3,966,208 | 4,600,000 | ||||||||
Ordinary shares, per share (in Dollars per share) | $ 10 | $ 10 | ||||||||
Federal deposit insurance coverage | $ 250,000 | $ 250,000 | ||||||||
Cash and non-cash equivalents | 283,403 | $ 712,817 | ||||||||
Cash held in operating bank account | $ 282,903 | |||||||||
Ordinary Shares [Member] | Brilliant Acquisition Corp [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 261,000 | 261,000 | 261,000 | |||||||
Ordinary Shares [Member] | Brilliant Acquisition Corp [Member] | ||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 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] | ||||||||||
Sold units (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 | 6,000,000 | |||||||
Underwriters’ full exercise over-allotment option (in Shares) | 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 | 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 | 261,000 | 261,000 | ||||||
Initial public offering of warrants (in Shares) | 261,000 | 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 | 261,000 | 261,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | |||
Total cash | $ 23,142 | $ 355,673 | $ 82,849 |
Cash percentage | 100% | 100% | 100% |
United States [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | |||
Total cash | $ 11,812 | $ 327,443 | $ 82,675 |
Cash percentage | 51% | 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 | ||
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 |
Cash percentage | 0.80% | 0% | 0.20% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of revenues are disaggregated by segment - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Revenues Are Disaggregated By Segment Abstract | ||||||
General support services | $ 19,200,000 | $ 19,200,000 | ||||
Financial services | $ 352,192 | $ 41,602 | $ 970,224 | $ 41,602 | 86,964 | |
Total revenues | $ 5,152,192 | $ 4,841,602 | $ 15,370,224 | $ 14,441,602 | $ 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 | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Diluted Net Income Loss Per Share Abstract | ||||||
Stock options | 5,850,000 | 5,850,000 | 1,000,000 | |||
Convertible preferred stock | 1,250,000 | 1,250,000 | ||||
Potentially dilutive securities | 5,850,000 | 1,250,000 | 5,850,000 | 1,250,000 | 2,250,000 | 1,250,000 |
Match Acquisition (Details)
Match Acquisition (Details) - USD ($) | 1 Months Ended | ||||
Aug. 30, 2021 | Aug. 30, 2021 | May 28, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | |
Match Acquisition (Details) [Line Items] | |||||
Ordinary shares acquired | 1,152 | ||||
Incurred direct transaction costs | $ 47,000 | ||||
Additional paid-in capital | $ 2,861,631 | 14,000,000 | |||
Allocated intangible assets | $ 14,000,000 | ||||
Match Agreement [Member] | |||||
Match Acquisition (Details) [Line Items] | |||||
Issued and outstanding shares | 30% | 30% | 70% | ||
Balance of ordinary shares | 493 | 493 | |||
Additional number of shares acquired | 30,000,000 | 30,000,000 | |||
Company issued price per share | $ 0.14 | ||||
Match Agreement [Member] | Business Acquisition [Member] | |||||
Match Acquisition (Details) [Line Items] | |||||
Shares issued | 70,000,000 |
Match Acquisition (Details) - S
Match Acquisition (Details) - Schedule of summarizes total consideration transferred | May 28, 2021 USD ($) |
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 | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization of intangible assets | $ 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. | ||||
Amortization expense | $ 592,892 | $ 117,145 | $ 2,097,726 | $ 117,145 | |
Cost of revenue financial services | 526,601 | 117,145 | 1,899,791 | 117,145 | |
Operating expenses | $ 66,291 | $ 0 | $ 197,935 | $ 0 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2020 | |
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | |||
Less: accumulated amortization | $ (469,286) | ||
Total intangible asset | $ 13,616,116 | $ 8,667,996 | |
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 ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule Of Amortization Of Intangible Assets Attributable To Future Periods Abstract | |||
2022 | $ 1,408,540 | ||
2023 | $ 2,371,566 | 1,408,540 | |
2024 | 2,345,927 | 1,408,540 | |
2025 | 2,062,027 | 1,408,540 | |
2026 and thereafter | 7,981,956 | ||
Total | $ 8,667,996 | $ 13,616,116 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | |||
Directors’ compensation | $ 207,205 | $ 170,538 | $ 130,537 |
Professional fees | 125,697 | 46,640 | |
Accounts payable | 80,816 | 54,831 | |
Interest payable | 35,229 | ||
Other | 16,491 | 29,655 | |
Total | $ 543,267 | $ 380,721 | $ 212,406 |
Share Capital (Details)
Share Capital (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 17, 2022 | Dec. 15, 2021 | Jun. 07, 2021 | Feb. 13, 2018 | Jun. 07, 2016 | Jan. 31, 2022 | Aug. 30, 2021 | Aug. 30, 2021 | May 28, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Capital (Details) [Line Items] | |||||||||||||
Preferred stock authorized (in Shares) | 15,000,000 | 15,000,000 | 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) | 367,175,886 | 367,175,886 | 332,024,371 | 230,485,100 | |||||||||
Fair market value | $9,800,000 | ||||||||||||
Balance of ordinary shares | $ 4,200,000 | $ 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 | 0.83% | ||||||||||||
Annual dividend yield, percentage | 0% | 0% | |||||||||||
Expected life | 5 years | ||||||||||||
Fair value of option granted | $ 1,514,982 | ||||||||||||
Stock-based compensation expense | $ 293,753 | 42,082 | |||||||||||
Aggregate intrinsic value of stock options outstanding | $ 240,000 | 240,000 | $ 0 | ||||||||||
Fair market value | $ 5,000,000 | $ 6,602,000 | |||||||||||
Cost method investment | $ 6,602,000 | ||||||||||||
Common stock, shares issued (in Shares) | 20,000,000 | ||||||||||||
Aggregate intrinsic value of stock options exercisable | 0 | 0 | |||||||||||
Aggregate fair value of the options granted | 1,057,958 | ||||||||||||
Intangible asset cost | 11,237 | ||||||||||||
Remaining balance | 752,968 | 752,968 | |||||||||||
Stock options granted amount | 525,621 | 1,429,989 | |||||||||||
Stock options issued for software purchase (in Shares) | 50,000 | ||||||||||||
Cost of software | $ 11,237 | ||||||||||||
Amortization in software amount | $ 937 | $ 1,873 | |||||||||||
Minimum [Member] | |||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||
Expected life | 1 year | ||||||||||||
Volatility rate, percentage | 188.87% | ||||||||||||
Risk-free rate, percentage | 0.39% | ||||||||||||
Maximum [Member] | |||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||
Expected life | 5 years | ||||||||||||
Volatility rate, percentage | 317.02% | ||||||||||||
Risk-free rate, percentage | 1.26% | ||||||||||||
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);4) The Series A preferred stock is non-voting. However, without the affirmative vote of the holders of the shares of the Series A preferred stock then outstanding, the Company may not alter or change adversely the powers, preferences or rights given to the Series A preferred stock or alter or amend the Certificate of Designation except to the extent that such vote relates to the amendment of the Certificate of Designation; | ||||||||||||
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 | |||||||||||
Stock Options [Member] | |||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||
Fair value stock options granted (in Shares) | 50,000 | ||||||||||||
Match Agreement [Member] | |||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||
Percentage of shares | 30% | 30% | 70% | ||||||||||
Balance of ordinary shares (in Shares) | 493 | 493 | |||||||||||
Additional number of shares acquired (in Shares) | 30,000,000 | 30,000,000 | |||||||||||
Digiclear Shareholder [Member] | |||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||
Percentage of ordinary shares issued and outstanding | 5% | ||||||||||||
Common stock, shares issued (in Shares) | 15,151,515 | ||||||||||||
Business Combination [Member] | |||||||||||||
Share Capital (Details) [Line Items] | |||||||||||||
Common stock, shares issued (in Shares) | 20,000,000 | ||||||||||||
Acquisition of equity interest | 50% | ||||||||||||
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% | ||||||||||||
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 | 12 Months Ended |
Sep. 30, 2021 $ / shares shares | |
Options Outstanding [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Exercise Price | $ 2.5 |
Number Outstanding at September 30, 2021 (in Shares) | 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 | |
Exercise Price |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of stock option activities - $ / shares | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | 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 outstanding Ending | 1,000,000 | |
Exercise Price outstanding Ending | $ 2.5 | |
Number of Options Options exercisable | ||
Exercise Price Options exercisable | $ 0.67 | |
Number of Options Options expected to vest | 5,800,000 | 1,000,000 |
Exercise Price Options expected to vest | $ 2.5 | |
Number of Options Granted | 4,850,000 | 1,000,000 |
Exercise Price Granted | $ 0.29 | $ 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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | 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 | 50,000 | |
Exercise Price Vested | $ 0.4 | |
Number of Options Nonvested Ending Balance | 1,000,000 | |
Exercise Price Nonvested Ending Balance | $ 2.5 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Sep. 30, 2021 USD ($) | |
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. |
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% | 21% |
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% | 0% |
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 | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Mar. 23, 2022 | Mar. 28, 2022 | Dec. 23, 2021 | Sep. 21, 2021 | Jun. 30, 2020 | May 31, 2019 | Dec. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 20, 2022 | Mar. 18, 2022 | Sep. 30, 2021 | Jun. 21, 2021 | Jun. 26, 2020 | Dec. 31, 2019 | Aug. 21, 2019 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 752,968 | $ 752,968 | ||||||||||||||||
Brilliant Acquisition Corp [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Founder shares rate | 50% | |||||||||||||||||
Outstanding promissory note | $ 736,000 | |||||||||||||||||
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 amount of $1,380,000 or $0.30 per Unit, on or prior to the date of the applicable deadline, for each three months extension. | 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 | $ 500 | 1,000 | $ 1,000 | ||||||||||||||
Deposit returned | $ 101,406 | 101,406 | ||||||||||||||||
Aggregate shares (in Shares) | 633,792 | 1,025,281 | ||||||||||||||||
Working capital | $ 670,600 | |||||||||||||||||
Operating costs and expenses | $ 670,100 | |||||||||||||||||
Brilliant Acquisition Corp [Member] | Holder [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Ownership percentage | 25% | 25% | 25% | |||||||||||||||
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 | 460,000 | ||||||||||||||||
Outstanding promissory note | $ 460,000 | $ 460,000 | $ 460,000 | |||||||||||||||
Borrowed | 460,500 | 460,500 | ||||||||||||||||
Brilliant Acquisition Corp [Member] | Promissory Note V [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 634,594 | |||||||||||||||||
Outstanding promissory note | $ 634,594 | |||||||||||||||||
Brilliant Acquisition Corp [Member] | IPO [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount | $ 300,000 | |||||||||||||||||
Outstanding promissory note | $ 243,833 | $ 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 | $ 460,000 | ||||||||||||||||
Brilliant Acquisition Corp [Member] | Promissory Note II [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Outstanding promissory note | $ 460,000 | $ 460,000 | $ 460,000 | |||||||||||||||
Subsequent Event [Member] | Brilliant Acquisition Corp [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Deposit returned | $ 101,406 | |||||||||||||||||
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 | |||||||||||||||||
Business Acquisition [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Description, business combination | As of June 30, 2022 Nukkleus has paid ClearThink $140,000, which have been included in professional fees on the accompanying unaudited condensed consolidated statements of operations and comprehensive loss, and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of June 30, 2022. | |||||||||||||||||
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 | 150,000 | 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, the earlier of (i) one year 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 | |||||||||||||||||
Founder Shares [Member] | Brilliant Acquisition Corp [Member] | Holder [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Ownership percentage | 20% | 20% | 20% | |||||||||||||||
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 | $ 1,600,000 | |||||||||||||||
GSA [Member] | FXDIRECT [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Minimum monthly amount payable | $ 1,575,000 | $ 1,575,000 | $ 1,575,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related party transaction - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Service provided to: | ||||||
Service provided to related parties | $ 4,800,000 | $ 4,800,000 | $ 1,440,000 | $ 14,400,000 | $ 19,200,000 | $ 19,200,000 |
Service received from: | ||||||
Service received from related parties | 4,725,000 | 4,725,000 | 14,175,000 | 14,175,000 | 18,900,000 | 18,900,000 |
TCM [Member] | ||||||
Service provided to: | ||||||
Service provided to related parties | 4,800,000 | 4,800,000 | 14,400,000 | 14,400,000 | 19,200,000 | 19,200,000 |
FXDIRECT [Member] | ||||||
Service received from: | ||||||
Service received from related parties | $ 4,725,000 | $ 4,725,000 | $ 14,175,000 | $ 14,175,000 | $ 18,900,000 | $ 18,900,000 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of due from affiliates - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | ||||||
Due from related parties | $ 871,344 | $ 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 | [2] | 144,696 | [2] | |
TCM [Member] | ||||||
Related Party Transactions (Details) - Schedule of due from affiliates [Line Items] | ||||||
Due from related parties | $ 871,344 | $ 2,473,177 | $ 3,565,076 | |||
[1]An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman.[2]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 ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Variable Interest Entity [Line Items] | ||||||
Due to related parties | $ 3,913,816 | $ 4,257,792 | $ 4,732,977 | |||
Forexware LLC [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Due to related parties | 1,049,229 | [1] | 579,229 | [2] | 579,229 | [2] |
FXDIRECT [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Due to related parties | 2,556,076 | 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 | $ 266,511 | [1] | $ 294,670 | [2] | $ 471 | [2] |
[1]Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman.[2]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) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Concentrations (Details) [Line Items] | |||||
Percentage of revenue | 10% | ||||
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% | 100% | |||
Minimum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding receivable | 97.80% | 10% | |||
Suppliers [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding receivable | 10% | ||||
Percentage of revenue | 10% | 10% | |||
Suppliers [Member] | Maximum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding payable | 80.90% | 98.80% | |||
Suppliers [Member] | Minimum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding payable | 10% | 10% | |||
Customer [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of revenue | 10% | 10% | |||
Customer [Member] | Maximum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding receivable | 92.70% | 97.80% | |||
Customer [Member] | Minimum [Member] | |||||
Concentrations (Details) [Line Items] | |||||
Percentage of outstanding receivable | 10% | 10% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of customer and supplier revenues | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2020 | |
Customer [Member] | ||
Revenue, Major Customer [Line Items] | ||
Related party | 99.50% | 100% |
Supplier [Member] | ||
Revenue, Major Customer [Line Items] | ||
Related party | 98.50% | 100% |
Segment Information (Details) -
Segment Information (Details) - Schedule of reportable business segments - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Information (Details) - Schedule of reportable business segments [Line Items] | ||||||
Revenues | $ 5,152,192 | $ 4,841,602 | $ 15,370,224 | $ 14,441,602 | $ 19,286,964 | $ 19,200,000 |
Costs of revenues | 5,425,705 | 4,869,781 | 16,573,320 | 14,319,781 | 19,662,297 | 18,900,000 |
Gross profit | (273,513) | (28,179) | (1,203,096) | 121,821 | (375,333) | 300,000 |
Operating expenses | 1,380,978 | 71,569 | 4,248,740 | 272,095 | 557,071 | 413,115 |
Other income (expense) | (331,796) | (790) | (405,904) | (3,810) | (4,442) | 12,553 |
Net income (loss) | (1,986,287) | (100,538) | (5,857,740) | (154,084) | (936,846) | (100,562) |
Amortization | 592,892 | 117,145 | 2,097,726 | 117,145 | 469,286 | |
General Support Services [Member] | ||||||
Segment Information (Details) - Schedule of reportable business segments [Line Items] | ||||||
Revenues | 4,800,000 | 4,800,000 | 14,400,000 | 14,400,000 | 19,200,000 | 19,200,000 |
Costs of revenues | 4,725,000 | 4,725,000 | 14,175,000 | 14,175,000 | 18,900,000 | 18,900,000 |
Gross profit | 75,000 | 75,000 | 225,000 | 225,000 | 300,000 | 300,000 |
Net income (loss) | 75,000 | 75,000 | 225,000 | 225,000 | 300,000 | 300,000 |
Financial Services [Member] | ||||||
Segment Information (Details) - Schedule of reportable business segments [Line Items] | ||||||
Revenues | 352,192 | 41,602 | 970,224 | 41,602 | 86,964 | |
Costs of revenues | 700,705 | 144,781 | 2,398,320 | 144,781 | 762,297 | |
Gross profit | (348,513) | (103,179) | (1,428,096) | (103,179) | (675,333) | |
Operating expenses | 255,453 | 3,439 | 936,740 | 3,439 | 83,944 | |
Other income (expense) | (918) | 360 | (3,319) | 360 | (272) | |
Net income (loss) | (604,884) | (106,258) | (2,368,155) | (106,258) | (759,549) | |
Amortization | 591,955 | 117,145 | 2,095,853 | 117,145 | 469,286 | |
Corporate and Other [Member] | ||||||
Segment Information (Details) - Schedule of reportable business segments [Line Items] | ||||||
Operating expenses | 1,125,525 | 68,130 | 3,312,000 | 268,656 | 473,127 | 413,115 |
Other income (expense) | (330,878) | (1,150) | (402,585) | (4,170) | (4,170) | 12,553 |
Net income (loss) | (1,456,403) | (69,280) | (3,714,585) | (272,826) | $ (477,297) | $ (400,562) |
Amortization | $ 937 | $ 1,873 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of total assets - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | $ 20,840,892 | $ 16,659,836 | $ 3,799,631 |
Financial Service [Member] | |||
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | 8,738,375 | 13,703,140 | |
Corporate and Other [Member] | |||
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | $ 12,102,517 | $ 2,956,696 | $ 3,799,631 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 17, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2020 | Jun. 26, 2020 | |
Commitments and Contingencies (Details) [Line Items] | |||||||
Settlement agreement amount | $ 2,050,000 | $ 2,050,000 | |||||
Purchase an additional units (in Shares) | 5,850,000 | 5,850,000 | 1,000,000 | ||||
Common stock amount | $ 75,000,000 | $ 750,000 | |||||
Purchase price percentage | 96% | ||||||
Description of common stock | During the term of the White Lion Agreement, on the terms and subject to the conditions set forth therein, the Company may draw up to the lesser of (i) the number of shares of the Company’s common stock which would result in beneficial ownership by White Lion of more than 4.99% of the outstanding shares of the Company’s common stock, (ii) the number of shares of the Company’s common stock equal to 30% of the average daily trading volume of the Company’s common stock over the five consecutive trading days immediately following the notice date, or (iii) the number of the Company’s common stock obtained by dividing $1,500,000 by the closing sale price of the Company’s common stock on the notice date. | ||||||
Common Stock [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Additional share per units (in Dollars per share) | $ 1 | $ 1 | |||||
Brilliant Acquisition Corp [Member] | |||||||
Commitments and Contingencies (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. | 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. | |||||
Additional share per units (in Dollars per share) | $ 0.12 | $ 0.12 | $ 10 | ||||
Cash fee equal percentage | 1% | 1% | 1% | ||||
Holder [Member] | Brilliant Acquisition Corp [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Ownership percentage | 25% | 25% | 25% | ||||
Underwriting Agreement [Member] | Brilliant Acquisition Corp [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Additional Units (in Shares) | 600,000 | 600,000 | |||||
Purchase an additional units (in Shares) | 600,000 | ||||||
Additional share per units (in Dollars per share) | $ 10 | ||||||
Cash underwriting discount percentage | 3.50% | 3.50% | |||||
Gross proceeds value | $ 1,400,000 | $ 1,400,000 | |||||
Additional cash underwriting discount | $ 210,000 | ||||||
Additional share per unit (in Dollars per share) | $ 10 | ||||||
Business Combination [Member] | Brilliant Acquisition Corp [Member] | |||||||
Commitments and Contingencies (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. | 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 $1,610,000, provided, however, that the this fee shall be reduced by an aggregate amount equal to 1.5% of the dollar amount of the Company’s securities purchased prior to the closing of the Business Combination by investors that: (i) are introduced to EarlyBirdCapital by the Company (or any of its direct or indirect affiliates); (ii) have not been previously introduced to a SPAC initial public offering by EarlyBirdCapital; (iii) continue to hold the Company’s ordinary shares through the closing of a Business Combination, and (iv) do not exercise redemption rights with respect thereto in connection with such Business Combination. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Jul. 13, 2022 | Mar. 28, 2022 | Nov. 22, 2021 | Oct. 20, 2021 | Jun. 30, 2022 | Mar. 18, 2022 | Feb. 22, 2022 | Dec. 31, 2021 | Jun. 26, 2020 | |
Subsequent Events (Details) [Line Items] | |||||||||
Letter agreement, description | Craig Marshak, a member of the Board of Directors of Nukkleus, is a managing director of ClearThink, a transaction advisory firm. ClearThink has been engaged by Nukkleus to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise Nukkleus with respect to the Business Combination. As of the date of this annual report re-issuance Nukkleus has paid ClearThink $140,000 and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink as of the date of this annual report re-issuance. | ||||||||
Brilliant Acquisition Corp [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Deposit | $ 736,000 | $ 353,000 | |||||||
Price per share (in Dollars per share) | $ 0.12 | $ 10 | |||||||
Deposit returned | $ 101,406 | $ 101,406 | |||||||
Aggregate shares (in Shares) | 633,792 | 1,025,281 | |||||||
Brilliant [Member] | Brilliant Acquisition Corp [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Deposit | $ 634,594 | ||||||||
Price per share (in Dollars per share) | $ 0.16 | ||||||||
Subsequent Event [Member] | Brilliant Acquisition Corp [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Deposit | $ 736,000 | ||||||||
Deposit returned | $ 101,406 | ||||||||
Aggregate shares (in Shares) | 633,792 | ||||||||
Aggregate principal amount | $ 353,000 | ||||||||
Subsequent event, description | In connection with a special meeting to approve the extension of the business combination period, the Company’s shareholders elected to redeem an aggregate amount of 1,025,281 shares, and the Company redeemed such shares for an aggregate amount of $10,742,906, or approximately $10.48 per share. | ||||||||
Subsequent Event [Member] | Nukkleus [Member] | Brilliant Acquisition Corp [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Percentage of ordinary shares | 66% | ||||||||
Subsequent Event [Member] | Brilliant [Member] | Brilliant Acquisition Corp [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Percentage of ordinary shares | 34% | ||||||||
Deposit | $ 634,594 | $ 634,594 | |||||||
Price per share (in Dollars per share) | $ 0.16 | $ 0.16 | |||||||
Sponsor [Member] | Brilliant Acquisition Corp [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 0.46 | $ 0.3 | |||||||
Sponsor [Member] | Subsequent Event [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% | ||||||||
Consideration of shares (in Shares) | 20,000,000 | ||||||||
Jacobi agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Acquire to issued and outstanding percentage | 5% | ||||||||
Consideration of shares (in Shares) | 20,000,000 |
Events (Unaudited) Subsequent_2
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
May 17, 2022 | Feb. 28, 2022 | Dec. 30, 2021 | Jun. 30, 2022 | |
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Cost of intangible assets (in Dollars) | $ 2,861,631 | |||
Purchase price, percentage | 96% | |||
Maximum [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Estimated useful life | 5 years | |||
Minimum [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Estimated useful life | 3 years | |||
Trade Names [Member] | Maximum [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Estimated useful life | 10 years | |||
Trade Names [Member] | Minimum [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Estimated useful life | 3 years | |||
Subsequent Event [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Common stock, value (in Dollars) | $ 75,000,000 | |||
Purchase price, percentage | 96% | |||
Outstanding, percentage | 4.99% | |||
Sale price (in Dollars) | $ 1,500,000 | |||
Additional shares issued (in Shares) | 750,000 | |||
Technology Equipment [Member] | Maximum [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Estimated useful life | 10 years | |||
Technology Equipment [Member] | Minimum [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Estimated useful life | 5 years | |||
Digiclear Agreement [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Consideration of common stock shares (in Shares) | 15,151,515 | |||
Series of Individually Immaterial Business Acquisitions [Member] | Digiclear Agreement [Member] | ||||
Events (Unaudited) Subsequent to the Date of the Independent Auditors’ Report (Details) [Line Items] | ||||
Acquire shares (in Shares) | 5,400,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | |||
Total cash | $ 23,142 | $ 355,673 | $ 82,849 |
Cash percentage | 100% | 100% | 100% |
United States [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | |||
Total cash | $ 11,812 | $ 327,443 | $ 82,675 |
Cash percentage | 51% | 92.10% | 99.80% |
United Kingdom [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | |||
Total cash | $ 11,156 | $ 28,056 | |
Cash percentage | 48.20% | 7.90% | |
Malta [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of cash balances by geographic area [Line Items] | |||
Total cash | $ 174 | $ 174 | $ 174 |
Cash percentage | 0.80% | 0% | 0.20% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of revenues are disaggregated by segment - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Revenues Are Disaggregated By Segment Abstract | ||||||
General support services | $ 4,800,000 | $ 4,800,000 | $ 14,400,000 | $ 14,400,000 | ||
Financial services | 352,192 | 41,602 | 970,224 | 41,602 | $ 86,964 | |
Total revenues | $ 5,152,192 | $ 4,841,602 | $ 15,370,224 | $ 14,441,602 | $ 19,286,964 | $ 19,200,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Securities That Were Excluded From The Diluted Per Share Calculation Because The Effect Of Including These Potential Shares Was Antidilutive Abstract | ||||||
Stock options | 5,850,000 | 5,850,000 | 1,000,000 | |||
Convertible preferred stock | 1,250,000 | 1,250,000 | ||||
Potentially dilutive securities | 5,850,000 | 1,250,000 | 5,850,000 | 1,250,000 | 2,250,000 | 1,250,000 |
Cost Method Investment (Details
Cost Method Investment (Details) - USD ($) | Dec. 15, 2021 | Jun. 30, 2022 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Cost method investment amount | $ 6,602,000 | |
Common stock shares issued (in Shares) | 20,000,000 | |
Percentage of equity interest rate | 5% | |
Fair market value | $ 6,602,000 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity Method Investment (Details) [Line Items] | ||||||
Equity method investment amount | $ 4,598,701 | |||||
Amortization of intangible asset | $ 2,097,726 | $ 117,145 | $ 469,286 | |||
Ownership [Member] | ||||||
Equity Method Investment (Details) [Line Items] | ||||||
Total ownership, percentage | 50% | 50% | 50% | |||
Other Unrelated Party [Member] | ||||||
Equity Method Investment (Details) [Line Items] | ||||||
Total ownership, percentage | 50% | 50% | 50% | |||
Digiclear Ltd [Member] | ||||||
Equity Method Investment (Details) [Line Items] | ||||||
Loss on investment amount | $ 401,299 | $ 330,680 | ||||
Net loss | 119,207 | 88,887 | ||||
Amortization of intangible asset | $ 282,092 | $ 241,793 |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of the summarized financial information - Digiclear [Member] | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Condensed Financial Statements, Captions [Line Items] | |||
Current assets | $ 9,667 | $ 9,667 | $ 9,667 |
Noncurrent assets | 456,631 | 456,631 | 456,631 |
Current liabilities | 231,177 | 231,177 | 231,177 |
Noncurrent liabilities | |||
Equity | $ 235,121 | ||
Net revenue | |||
Gross profit | |||
Loss from operations | 238,415 | 177,774 | |
Net loss | $ 238,415 | $ 177,774 |
Intangible Assets (Details) -_3
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||||
Balance of intangible assets | $ 11,235,008 | $ 14,085,402 | ||
Less: accumulated amortization | (2,567,012) | (469,286) | ||
Balance of intangible assets, Total | $ 8,667,996 | 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 | |||
Software [Member] | ||||
Intangible Assets (Details) - Schedule of intangible assets [Line Items] | ||||
Useful Life, Software | 3 years | |||
Balance of Software | $ 11,237 | |||
[1]In February 2022, a third party valuation report in connection with the acquisition of Match 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 $2,861,631 and adjusted the estimated useful life of trade names and regulatory licenses from 10 years to 3 years and the estimated useful life of technology from 10 years to 5 years. This change in accounting estimate was effective in the first quarter of fiscal year 2022. |
Intangible Assets (Details) -_4
Intangible Assets (Details) - Schedule of amortization of intangible assets attributable to future periods - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Schedule Of Amortization Of Intangible Assets Attributable To Future Periods Abstract | ||
2023 | $ 2,371,566 | $ 1,408,540 |
2024 | 2,345,927 | 1,408,540 |
2025 | 2,062,027 | 1,408,540 |
2026 | 1,888,476 | |
2027 and thereafter | $ 7,981,956 | |
Total | $ 8,667,996 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | |||
Directors’ compensation | $ 207,205 | $ 170,538 | $ 130,537 |
Professional fees | 238,755 | 125,697 | |
Accounts payable | 80,816 | 54,831 | |
Others | 16,491 | 29,655 | |
Total | $ 543,267 | $ 380,721 | $ 212,406 |
Share Capital (Details) - Sch_4
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding | 9 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Outstanding at June 30, 2022 (in Shares) | shares | 4,850,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 3 months 7 days |
Weighted Average Exercise Price | $ 0.29 |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | Minimum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 0.09 |
Options Outstanding [Member] | Exercise Price 0.09 - 1.00 [Member] | Maximum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 1 |
Options Outstanding [Member] | Exercise Price 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | $ 2.5 |
Number Outstanding at June 30, 2022 (in Shares) | shares | 1,000,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 2 months 19 days |
Weighted Average Exercise Price | $ 2.5 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Outstanding at June 30, 2022 (in Shares) | shares | 5,850,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 4 days |
Weighted Average Exercise Price | $ 0.67 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | Minimum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | 0.09 |
Options Outstanding [Member] | Exercise Price 0.09 – 2.50 [Member] | Maximum [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Range of Exercise Price | $ 2.5 |
Options Exercisable [Member] | Exercise Price 0.09 - 1.00 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at June 30, 2022 (in Shares) | shares | 50,000 |
Weighted Average Exercise Price | $ 0.4 |
Options Exercisable [Member] | Exercise Price 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at June 30, 2022 (in Shares) | shares | |
Weighted Average Exercise Price | |
Options Exercisable [Member] | Exercise Price 0.09 – 2.50 [Member] | |
Share Capital (Details) - Schedule of common stock issuable upon exercise of options outstanding [Line Items] | |
Number Exercisable at June 30, 2022 (in Shares) | shares | 50,000 |
Weighted Average Exercise Price | $ 0.4 |
Share Capital (Details) - Sch_5
Share Capital (Details) - Schedule of stock option activities - $ / shares | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Stock Option Activities Abstract | ||
Number of Options, Outstanding beginning | 1,000,000 | |
Weighted Average Exercise Price, Outstanding beginning | $ 2.5 | |
Number of Options, Granted | 4,850,000 | 1,000,000 |
Weighted Average Exercise Price, Granted | $ 0.29 | $ 2.5 |
Number of Options, Terminated / Exercised / Expired | ||
Weighted Average Exercise Price, Terminated / Exercised / Expired | ||
Number of Options, Outstanding ending | 5,850,000 | 1,000,000 |
Weighted Average Exercise Price, Outstanding ending | $ 0.67 | $ 2.5 |
Number of Options, Options exercisable | 50,000 | |
Weighted Average Exercise Price, Options exercisable | $ 0.4 | |
Number of Options, Options expected to vest | 5,800,000 | 1,000,000 |
Weighted Average Exercise Price, Options expected to vest | $ 0.67 |
Share Capital (Details) - Sch_6
Share Capital (Details) - Schedule of nonvested stock options granted - $ / shares | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Nonvested Stock Options Granted Abstract | ||
Number of Options Nonvested beginning | 1,000,000 | |
Weighted Average Exercise Price Nonvested beginning | $ 2.5 | |
Number of Options Granted | 4,850,000 | 1,000,000 |
Weighted Average Exercise Price Granted | $ 0.29 | |
Number of Options Vested | (50,000) | |
Weighted Average Exercise Price Vested | $ (0.4) | |
Number of Options Nonvested ending | 5,800,000 | 1,000,000 |
Weighted Average Exercise Price Nonvested ending | $ 0.67 | $ 2.5 |
Related Party Transactions (D_5
Related Party Transactions (Details) - Schedule of related party transaction - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Service provided to: | ||||||
Service provided to related parties | $ 4,800,000 | $ 4,800,000 | $ 1,440,000 | $ 14,400,000 | $ 19,200,000 | $ 19,200,000 |
Service received from: | ||||||
Service received from related parties | 4,725,000 | 4,725,000 | 14,175,000 | 14,175,000 | 18,900,000 | 18,900,000 |
TCM [Member] | ||||||
Service provided to: | ||||||
Service provided to related parties | 4,800,000 | 4,800,000 | 14,400,000 | 14,400,000 | 19,200,000 | 19,200,000 |
FXDIRECT [Member] | ||||||
Service received from: | ||||||
Service received from related parties | $ 4,725,000 | $ 4,725,000 | $ 14,175,000 | $ 14,175,000 | $ 18,900,000 | $ 18,900,000 |
Related Party Transactions (D_6
Related Party Transactions (Details) - Schedule of due from related parties - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||||||
Due from related parties | $ 871,344 | $ 2,617,873 | $ 3,709,772 | |||
NUKK Capital [Member] | ||||||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||||||
Due from related parties | [1] | 144,696 | [2] | 144,696 | [2] | |
TCM [Member] | ||||||
Related Party Transactions (Details) - Schedule of due from related parties [Line Items] | ||||||
Due from related parties | $ 871,344 | $ 2,473,177 | $ 3,565,076 | |||
[1]An entity controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman.[2]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 related parties - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Variable Interest Entity [Line Items] | ||||||
Due to related parties | $ 3,913,816 | $ 4,257,792 | $ 4,732,977 | |||
Forexware LLC [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Due to related parties | 1,049,229 | [1] | 579,229 | [2] | 579,229 | [2] |
FXDIRECT [Member] | ||||||
Variable Interest Entity [Line Items] | ||||||
Due to related parties | 2,556,076 | 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 | $ 266,511 | [1] | $ 294,670 | [2] | $ 471 | [2] |
[1]Forexware LLC and FXDD Trading are both controlled by Emil Assentato, the Company’s chief executive officer, chief financial officer and chairman.[2]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 | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Related party | 93.20% | 99.10% | 93.70% | 99.70% |
Supplier A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Related party | 87.10% | 97% | 85.50% | 99% |
Segment Information (Details)_3
Segment Information (Details) - Schedule of reportable business segments - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||||
Revenues | $ 5,152,192 | $ 4,841,602 | $ 15,370,224 | $ 14,441,602 | $ 19,286,964 | $ 19,200,000 |
Costs of revenues | ||||||
Costs of revenues | 5,425,705 | 4,869,781 | 16,573,320 | 14,319,781 | 19,662,297 | 18,900,000 |
Gross profit (loss) | ||||||
Gross profit (loss) | (273,513) | (28,179) | (1,203,096) | 121,821 | (375,333) | 300,000 |
Operating expenses | ||||||
Operating expenses | 1,380,978 | 71,569 | 4,248,740 | 272,095 | 557,071 | 413,115 |
Other (expense) income | ||||||
Other expense | (331,796) | (790) | (405,904) | (3,810) | (4,442) | 12,553 |
Net income (loss) | ||||||
Net income (loss) | (1,986,287) | (100,538) | (5,857,740) | (154,084) | (936,846) | (100,562) |
Amortization | ||||||
Amortization | 592,892 | 117,145 | 2,097,726 | 117,145 | 469,286 | |
General Support Services [Member] | ||||||
Revenues | ||||||
Revenues | 4,800,000 | 4,800,000 | 14,400,000 | 14,400,000 | 19,200,000 | 19,200,000 |
Costs of revenues | ||||||
Costs of revenues | 4,725,000 | 4,725,000 | 14,175,000 | 14,175,000 | 18,900,000 | 18,900,000 |
Gross profit (loss) | ||||||
Gross profit (loss) | 75,000 | 75,000 | 225,000 | 225,000 | 300,000 | 300,000 |
Net income (loss) | ||||||
Net income (loss) | 75,000 | 75,000 | 225,000 | 225,000 | 300,000 | 300,000 |
Financial Services [Member] | ||||||
Revenues | ||||||
Revenues | 352,192 | 41,602 | 970,224 | 41,602 | 86,964 | |
Costs of revenues | ||||||
Costs of revenues | 700,705 | 144,781 | 2,398,320 | 144,781 | 762,297 | |
Gross profit (loss) | ||||||
Gross profit (loss) | (348,513) | (103,179) | (1,428,096) | (103,179) | (675,333) | |
Operating expenses | ||||||
Operating expenses | 255,453 | 3,439 | 936,740 | 3,439 | 83,944 | |
Other (expense) income | ||||||
Other expense | (918) | 360 | (3,319) | 360 | (272) | |
Net income (loss) | ||||||
Net income (loss) | (604,884) | (106,258) | (2,368,155) | (106,258) | (759,549) | |
Amortization | ||||||
Amortization | 591,955 | 117,145 | 2,095,853 | 117,145 | 469,286 | |
Corporate/Other [Member] | ||||||
Operating expenses | ||||||
Operating expenses | 1,125,525 | 68,130 | 3,312,000 | 268,656 | 473,127 | 413,115 |
Other (expense) income | ||||||
Other expense | (330,878) | (1,150) | (402,585) | (4,170) | (4,170) | 12,553 |
Net income (loss) | ||||||
Net income (loss) | (1,456,403) | (69,280) | (3,714,585) | (272,826) | $ (477,297) | $ (400,562) |
Amortization | ||||||
Amortization | $ 937 | $ 1,873 |
Segment Information (Details)_4
Segment Information (Details) - Schedule of total assets - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | $ 20,840,892 | $ 16,659,836 | $ 3,799,631 |
Financial services [Member] | |||
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | 8,738,375 | 13,703,140 | |
Corporate/Other [Member] | |||
Segment Information (Details) - Schedule of total assets [Line Items] | |||
Total | $ 12,102,517 | $ 2,956,696 | $ 3,799,631 |
Match Acquisition (Details) -_2
Match Acquisition (Details) - Schedule of fair values of the assets acquired and liabilities assumed, plus transaction costs | Jun. 30, 2022 USD ($) |
Estimated Fair Value as Originally Recorded [Member] | |
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 |
Adjusted Amount [Member] | |
Assets acquired: | |
Cash | 21,370 |
Accounts receivable | 46,602 |
Other current assets | 142 |
Intangible assets | 11,223,771 |
Total assets | 11,291,885 |
Liabilities assumed: | |
Accounts payable and accrued liabilities | 78,745 |
Total liabilities | 78,745 |
Purchase price | 11,213,140 |
Transaction Costs [Member] | |
Assets acquired: | |
Intangible assets | 74,771 |
Liabilities assumed: | |
Purchase price | 74,771 |
Valuation Adjustment [Member] | |
Assets acquired: | |
Intangible assets | (2,861,631) |
Liabilities assumed: | |
Purchase price | $ (2,861,631) |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of effect of the restatement on each balance sheet - Brilliant Acquisition Corp [Member] - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
As Previously Reported [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Ordinary shares subject to possible redemption | $ 46,007,687 | $ 46,000,000 | $ 46,000,000 |
Retained earnings (accumulated deficit) | (4,332,294) | (3,891,810) | (3,767,198) |
Adjustment [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Ordinary shares subject to possible redemption | 1,380,000 | 920,000 | 460,000 |
Retained earnings (accumulated deficit) | (1,380,000) | (920,000) | (460,000) |
As Restated [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Ordinary shares subject to possible redemption | 47,387,687 | 46,920,000 | 46,460,000 |
Retained earnings (accumulated deficit) | $ (5,712,294) | $ (4,811,810) | $ (4,227,198) |
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 ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | 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 | $ 56,651 | $ 7,687 | 3,387,079 |
Ordinary shares subject to possible redemption | 41,549,673 | 47,387,687 | $ 46,000,000 |
Add: Reclassification of temporary equity | $ 634,594 | $ 1,380,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of loss per ordinary share - Brilliant Acquisition Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | 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 | 5,477,208 | 6,111,000 | 5,755,372 | 6,111,000 | 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 | Jun. 30, 2022 | Dec. 31, 2021 | |
Public Warrant [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Exercise price | $ 11.5 | $ 11.5 | |
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Shares issued (in Shares) | 4,000,000 | 4,000,000 | |
Price per unit | $ 10 | $ 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] - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate purchase | 21,000 | ||
Price of per private unit | $ 10 | ||
Aggregate purchase price | $ 210,000 | ||
Over-Allotment Option [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate purchase | 21,000 | ||
Price of per private unit | $ 10 | ||
Aggregate purchase price | $ 210,000 | ||
Sponsor [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate purchase | 240,000 | ||
Price of per private unit | $ 10 | ||
Aggregate purchase price | $ 2,400,000 | ||
Sponsor [Member] | Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Aggregate purchase | 240,000 | ||
Price of per private unit | $ 10 | ||
Aggregate purchase price | $ 2,400,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Brilliant Acquisition Corp [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders' Equity (Details) [Line Items] | |||
Ordinary shares, shares issued | 1,511,000 | 1,511,000 | 1,511,000 |
Warrants expiry term | 5 years | 5 years | |
Ordinary stock, shares outstanding | 1,511,000 | 1,511,000 | 1,511,000 |
Aggregate price per share (in Dollars per share) | $ 10 | ||
Ordinary Shares [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Ordinary shares, shares issued | 1,511,000 | 1,511,000 | |
Ordinary shares, subject to possible redemption | 4,600,000 | ||
Purchase of ordinary shares | 100,000 | 100,000 | |
Aggregate price (in Dollars per share) | $ 10 | ||
Ordinary stock, shares outstanding | 1,511,000 | ||
Ordinary shares subject to possible redemption | 3,966,208 | ||
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. | 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 | $ 2,200 | |
Business Combination [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. | 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 $16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Private Warrants [Member] | Brilliant Acquisition Corp [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Private warrants outstanding | 261,000 | 261,000 | 261,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Brilliant Acquisition Corp [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | |||
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. | 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 - Brilliant Acquisition Corp [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | |||
Assets: | |||
Trust Account – U.S. Treasury Securities Money Market Fund | $ 41,549,673 | $ 47,387,687 | $ 46,003,053 |
Level 3 [Member] | |||
Liabilities: | |||
Derivative Warrant Liability – Private Warrant | $ 119,096 | $ 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 - Brilliant Acquisition Corp [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs of company’s warrants at their measurement dates [Line Items] | |||
Volatility | 2.42% | 10.50% | 15.50% |
Share price (in Dollars per share) | $ 10.47 | $ 10.2 | $ 10.14 |
Expected life of the warrants to convert | 5 years 1 month 6 days | 5 years 6 months 21 days | 5 years 6 months |
Risk free rate | 3.06% | 1.37% | 1.14% |
Dividend yield | 0% | 0% | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - Brilliant Acquisition Corp [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | ||||||
Derivative warrant liabilities at beginning | $ 175,438 | $ 180,479 | $ 190,733 | $ 247,634 | $ 247,634 | |
Issuance of Private Warrants | 74,847 | |||||
Change in fair value of derivative warrant liabilities | (56,342) | (5,041) | (6,067) | (56,901) | (67,155) | 172,787 |
Derivative Warrant Liabilities at ending | $ 119,096 | $ 175,438 | $ 184,666 | $ 190,733 | $ 180,479 | $ 247,634 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets - Brilliant Acquisition Corp [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets [Line Items] | |||
Ordinary shares | $ 47,387,687 | $ 46,000,000 | |
Ordinary shares | $ 41,549,673 | 47,387,687 | $ 46,000,000 |
Less: redemption of 633,792 shares (in Shares) | (6,529,259) | ||
Add: Accretion of carrying value to redemption value | $ 56,651 | 7,687 | $ 3,387,079 |
Add: Reclassification of temporary equity | $ 634,594 | $ 1,380,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets (Parentheticals) | 6 Months Ended |
Jun. 30, 2022 shares | |
Brilliant Acquisition Corp [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in the balance sheets (Parentheticals) [Line Items] | |
Redemption of shares | 633,792 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies (Details) - Schedule of loss per ordinary share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of loss per ordinary share [Line Items] | ||||
Net loss | $ (495,827) | $ (41,718) | ||
Weighted average shares outstanding, basic and diluted | 5,755,372 | 6,111,000 | ||
Basic and diluted net loss per ordinary share | $ (0.09) | $ (0.01) | ||
Brilliant Acquisition Corp [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of loss per ordinary share [Line Items] | ||||
Net loss | $ (35,544) | $ (21,345) | ||
Weighted average shares outstanding, basic and diluted | 5,477,208 | 6,111,000 | ||
Basic and diluted net loss per ordinary share | $ (0.01) | $ 0 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - Brilliant Acquisition Corp [Member] - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | |||
Assets: | |||
Trust Account – U.S. Treasury Securities Money Market Fund | $ 41,549,673 | $ 47,387,687 | $ 46,003,053 |
Level 3 [Member] | |||
Liabilities: | |||
Derivative Warrant Liability – Private Warrant | $ 119,096 | $ 180,479 | $ 247,634 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs - Brilliant Acquisition Corp [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs [Line Items] | |||
Volatility | 2.42% | 10.50% | 15.50% |
Share price (in Dollars per share) | $ 10.47 | $ 10.2 | $ 10.14 |
Expected life of the warrants to convert | 5 years 1 month 6 days | 5 years 6 months 21 days | 5 years 6 months |
Risk free rate | 3.06% | 1.37% | 1.14% |
Dividend yield | 0% | 0% | 0% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - Brilliant Acquisition Corp [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities [Line Items] | ||||||
Derivative warrant liabilities at beginning | $ 175,438 | $ 180,479 | $ 190,733 | $ 247,634 | $ 247,634 | |
Change in fair value of derivative warrant liabilities | (56,342) | (5,041) | (6,067) | (56,901) | (67,155) | 172,787 |
Derivative Warrant Liabilities at ending | $ 119,096 | $ 175,438 | $ 184,666 | $ 190,733 | $ 180,479 | $ 247,634 |