United States securities and exchange commission logo
November 9, 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
Amendment No. 3 to
Registration Statement on Form S-4
Filed November 6,
2023
File No. 333-273401
Dear Peng Jiang:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-4 Filed November 6,
2023
General
1. We note that you did
not seek an updated fairness opinion because the valuation analysis
and the conclusion
expressed in Benchmark s fairness opinion would not be impacted by
the amendment and
restatement of the Merger Agreement and the corresponding change
in the Business
Combination structure because the equity value of Nukkleus of
$105,000,000 is even
more beneficial to Brilliant and its shareholders than the initial pre-
Merger consolidated
equity value of $140,000,000. Revise to expand upon this
reasoning, including
the board's consideration of whether the lower valuation of Nukkleus
materially affects any
of the forecasts and assumptions underlying the valuation analysis
and conclusion
expressed in Benchmark's opinion. Also address how the change in
valuation affected the
board's recommendation that stockholders approve the transaction.
2. Please disclose whether
ClearThink and Mr. Marshak resigned as a result of any
disagreement with any
of the merger-related parties regarding any aspect of the merger.
Peng Jiang
Brilliant Acquisition Corp
November 9, 2023
Page 2
Please 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 Lilyanna Peyser at 202-551-3222 with any
other
questions.
Sincerely,
FirstName LastNamePeng Jiang
Division of
Corporation Finance
Comapany NameBrilliant Acquisition Corp
Office of Trade &
Services
November 9, 2023 Page 2
cc: Giovanni Caruso
FirstName LastName