Item
7.01 Regulation FD Disclosure.
On
June 23, 2023, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
that the Company has extended the period of time it will have to consummate its initial business combination by a further one month,
or until July 23, 2023, and related matters.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
Additional
Information and Where to Find It
This
Current Report relates to a proposed business combination among Nukkleus, Brilliant and Merger Sub in which Merger Sub would merge into
Brilliant. In connection with the proposed transaction, Nukkleus has filed with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 that includes a proxy statement of Nukkleus and that also constitutes a prospectus of Nukkleus with
respect to the PubCo Shares to be issued in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy
statement/prospectus (if and when available) will be delivered to Nukkleus’s stockholders. Each of Nukkleus and Brilliant may also
file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS
AND SECURITY HOLDERS OF NUKKLEUS AND BRILLIANT ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed
or will be filed with the SEC by Brilliant or Nukkleus through the website maintained by the SEC at www.sec.gov. Stockholders of Nukkleus
will also be able to obtain a copy of the definitive proxy statement, without charge by directing a request to: Nukkleus, Inc., 525 Washington
Boulevard, Jersey City, New Jersey 07310. Shareholders of Brilliant will also be able to obtain a copy of the definitive proxy statement,
without charge by directing a request to: Brilliant Acquisition Corporation, 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples Republic
of China.
Participants
in the Solicitation
Brilliant
and its directors and executive officers are participants in the solicitation of proxies from the shareholders of Brilliant in respect
of the proposed transaction. Information about Brilliant’s directors and executive officers and their ownership of Brilliant’s
ordinary shares is set forth in Brilliant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC
on March 10, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be
filed with the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as
described in the preceding paragraph.
Nukkleus
and its directors and executive officers are participants in the solicitation of proxies from the shareholders of Nukkleus in respect
of the proposed transaction. Information about Nukkleus’s directors and executive officers and their ownership of Nukkleus common
stock is set forth in Nukkleus’s Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on April
10, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described
above.
Cautionary
Note Regarding Forward-Looking Statements
Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (i) the risk that the proposed business combination may not
be completed in a timely manner or at all, which may adversely affect the price of Nukkleus and/or Brilliant securities; (ii) the risk
that the proposed business combination may not be completed by Brilliant’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if sought by Brilliant; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the approval of the proposed business combination by the stockholders of
Nukkleus and/or Brilliant, the satisfaction of the minimum trust account amount following redemptions by Brilliant’s public shareholders
and the receipt of certain governmental and regulatory approvals; (iv) the effect of the announcement or pendency of the proposed business
combination on Nukkleus’s business relationships, performance, and business generally; (v) risks that the proposed business combination
disrupts current plans of Nukkleus and potential difficulties in Nukkleus employee retention as a result of the proposed business combination;
(vi) the outcome of any legal proceedings that may be instituted against Nukkleus or Brilliant related to the agreement and plan of merger
or the proposed business combination; (vii) the ability to maintain the listing of Brilliant’s securities on the Nasdaq Stock Market;
(viii) the price of Nukkleus’s and/or Brilliant’s securities, including volatility resulting from changes in the competitive
and highly regulated industries in which Nukkleus and Brilliant plan to operate, variations in performance across competitors, changes
in laws and regulations affecting Nukkleus’s business and changes in the combined capital structure; and (ix) the ability to implement
business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize
additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties described in the proxy statement/prospectus contained in Nukkleus’s Form S-4 registration statement
described below, including those under “Risk Factors” therein, the Annual Report on Form 10-K for Nukkleus and Brilliant,
Quarterly Reports on Form 10-Q for Nukkleus and Brilliant and other documents filed by Nukkleus and/or Brilliant from time to time with
the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
Nukkleus and Brilliant assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. Neither Nukkleus nor Brilliant gives any assurance that either Nukkleus
or Brilliant will achieve its expectations.
No
Offer or Solicitation
This
communication is not intended to and will not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities
or a solicitation of any vote or approval and is not a substitute for the proxy statement/prospectus or any other document that Brilliant
or Nukkleus may file with the SEC or send to Nukkleus’s and/or Brilliant’s shareholders in connection with the proposed transaction.
No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.