United States securities and exchange commission logo
August 21, 2023
Peng Jiang
Chief Executive Officer and Chief Financial Officer
Brilliant Acquisition Corp
99 Dan Ba Road, C-9, Putuo District
Shanghai, Peoples Republic of China
Re: Brilliant
Acquisition Corp
Registration
Statement on Form S-4
Filed July 25, 2023
File No. 333-273401
Dear Peng Jiang:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed July 25, 2023
Ownership of the Post-Business Combination Company after the Closing,
page 23
1. We note that you
provide No Redemption and Maximum Redemption scenarios. Please
revise to include a 50%
redemption scenario as well. Please make corresponding changes
throughout, including
to your disclosure on pages 126 and 185. Additionally, please
revise the footnote to
reflect the total number of shareholder redemptions to date. For
example, we note that
in connection with the March 18, 2022 extension that shareholders
elected to redeem
1,025,281 shares.
Extensions of Time to Consummate Brilliant's Initial Business
Combination, page 26
2. Please revise to
disclose here, and elsewhere as appropriate, the process and current status
of your hearing with
Nasdaq regarding your non-compliance with Nasdaq IM-5101-2,
Peng Jiang
Brilliant Acquisition Corp
August 21, 2023
Page 2
which requires that a special purpose acquisition company must
complete one or more
business combinations within 36 months of the effectiveness of its IPO
registration
statement. Separately, please also revise your Risk Factors to add
appropriate risk factor
disclosure, including specifically adding the risk factor that you
added to your preliminary
proxy statement on Schedule 14A filed on July 5, 2023, titled "Nasdaq
may delist
Brilliant's securities from its exchange which could limit investors'
ability to make
transactions in its securities and subject Brilliant to additional
trading restrictions."
Trading Market and Dividends
Nukkleus, page 34
3. We note references to Nukkleus being quoted for trading on OTC Pink
Sheets and the
closing price of Nukkleus Common Stock on the record date. However,
based on your
disclosure on pages 18 and 112, we note that Nukkleus was delisted
from OTC Pink
Sheets on April 21, 2023. Please revise for consistency.
The Background of Brilliant's Interaction with Nukkleus, page 104
4. Please revise the background to address the following:
Quantify the required threshold for Nasdaq qualification that
prompted discussions to
restructure the transaction.
Describe any material discussions or negotiations regarding the
consideration to be
offered.
Provide additional information on the extension to consummate an
initial business
combination to December 23, 2023, including the response from
Nasdaq.
Describe any material discussions or negotiations regarding the
decision to not seek
an amended fairness opinion.
Material U.S. Federal Income Tax Consequences, page 142
5. Please file a tax opinion that addresses the material federal income tax
consequences to
investors of the Domestication and the Merger, and revise the disclosure
in this section to
acknowledge and reflect that the tax consequences are the opinion of
counsel. Refer to
Item 601(b)(8) of Regulation S-K and Section III.A.2 of Staff Legal
Bulletin No. 19.
Additionally, please revise to address and express a conclusion for each
material federal
tax consequence. A description of the law is not sufficient. Rather, the
tax opinion must
opine on the material tax issues. If there is a lack of authority
directly addressing the tax
consequences of the transaction, conflicting authority or significant
doubt about the tax
consequences, counsel may issue a "should" or "more likely than not"
opinion to make
FirstName LastNamePeng Jiang
clear that the opinion is subject to a degree of uncertainty. In such
cases, counsel should
Comapany NameBrilliant
explain clearly whyAcquisition Corp
it cannot give a "will" opinion. Refer to Section
III.C of Staff Legal
AugustBulletin
21, 2023No. 19.2
Page
FirstName LastName
Peng Jiang
FirstName LastNamePeng
Brilliant Acquisition Corp Jiang
Comapany
August 21, NameBrilliant
2023 Acquisition Corp
August
Page 3 21, 2023 Page 3
FirstName LastName
6. In the section titled "U.S. Federal Income Tax Consequences of the
Domestication to U.S.
Holders of Brilliant Securities," please remove the language stating
that the information is
a "discussion."
Description of Brilliant's Securities, page 207
7. We note your exclusive forum provision in your Amended and Restated
Certificate of
Incorporation, included as Annex C. Please revise to include a
description of such
provisions in this section and include related risk factor disclosure
as well.
General
8. We note your various revisions regarding Mr. Porcheron's role with
Nukkleus. Please
clarify whether Mr. Porcheron provided a report, opinion or appraisal
to Nukkleus in any
capacity, and revise to provide the information required by Item
1015(b) of Regulation M-
A. Additionally, in the section titled "Letter Agreement with PK Asset
Management,"
please revise to reflect the GBP 31,000 upfront retainer, and the
$2.50 strike price for the
1,000,000 stock options, or tell us whether the terms changed.
9. Please revise your filing, as applicable, to provide more specific and
prominent
disclosures about the legal and operational risks associated with
China-based companies,
with respect to Brilliant Acquisition Corporation. For additional
guidance, please see the
Division of Corporation Finance s Sample Letter to China-Based
Companies issued by the
Staff in December 2021, which is available on our website.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Nasreen Mohammed at 202-551-3773 or Theresa Brillant at
202-551-
3307 if you have questions regarding comments on the financial statements and
related
matters. Please contact Cara Wirth at 202-551-7127 or Dietrich King at
202-551-8071 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Giovanni Caruso