UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 6, 2021
BRILLIANT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| British Virgin Islands | | 333-237153 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
99 Dan Ba Road, C-9, Putuo District,
Shanghai, Peoples Republic of China
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (86) 021-80125497
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Units, each consisting of one Ordinary Share, one Right and one Redeemable Warrant | | BRLIU | | The Nasdaq Capital Market |
| | | | | |
| Ordinary Shares, no par value per share | | BRLI | | The Nasdaq Capital Market |
| | | | | |
| Rights, each right entitling the holder to 1/10 of one Ordinary Share | | BRLIR | | The Nasdaq Capital Market |
| | | | | |
| Warrants, each warrant exercisable for one Ordinary Share for $11.50 per share | | BRLIW | | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.01 Change in Registrant’s Certifying Accountant
On October 6, 2021, the Board of Directors of Brilliant Acquisition Corporation (the “Company”), approved the resignation of Marcum LLP (“Marcum”) as our independent registered public accountant, effective immediately. The reports of Marcum LLP on the Company’s financial statements for the period from May 24, 2019 (inception) through December 31, 2019 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
During the period from May 24, 2019 through December 31, 2019 and the subsequent interim periods through October 6, 2021, (i) the Company has not had any disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods, and (ii) there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K. Marcum advised that a material weakness in internal control over financial reporting exists with respect to the Company’s (i) accounting for the classification and valuation of complex financial instruments including common stock purchase warrants and redeemable shares issued in the initial registered offering completed on June 26, 2020 and (ii) lack of controls needed to ensure that filings are made timely in accordance with the rules of the Securities and Exchange Commission.
We have requested that Marcum furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included herewith as Exhibit 16.1.
Concurrently therewith, on October 7, 2021, we retained the firm of Marcum Bernstein & Pinchuk LLP (“Marcum BP”) to audit our consolidated financial statements for our fiscal year ending December 31, 2020.
During the period from May 24, 2019 through December 31, 2019, and through the date of this Form 8-K, the Company did not consult with Marcum BP on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Marcum BP did not provide either a written report or oral advice to the Company that Marcum BP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or (iii) a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | BRILLIANT ACQUISITION CORPORATION |
| | | |
| | By: | /s/ Dr. Peng Jiang |
| | | Name: | Dr. Peng Jiang |
| | | Title: | Chief Executive Officer |
| | | |
| Dated: October 12, 2021 | | |
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