8-K
filed July 21, 2023, 7:59 PM ET
ticker DFNS
CIK 0001787518
other material
confidence high
sentiment neutral
materiality 0.50
T3 Defense Inc. (DFNS): debt financing — Brilliant Acquisition extends business combination deadline to August 23, 2023 via $32,300 note from Nukkleus
T3 Defense Inc.
- Shareholders approved extension of business combination deadline from July 23 to up to December 23, 2023, with monthly extensions.
- $32,300 promissory note issued to Nukkleus, proceeds deposited into trust account for a one-month extension to August 23, 2023.
- Shareholders redeemed 1,779 shares; trust account now ~$4.5 million, ~$11.17 per public share.
- After extension, 1,814,696 ordinary shares outstanding, 1,411,000 held by initial shareholders not subject to redemption.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
T3 Defense Inc. incurred loan of $32,300 with Nukkleus, Inc. at does not bear interest maturing upon closing of the Company’s initial business combination.
- Instrument
- loan
- Principal
- $32,300
- Counterparty
- Nukkleus, Inc.
- Rate
- does not bear interest
- Maturity
- upon closing of the Company’s initial business combination
- Event
- incurrence
Exact text from the filing
On July 20, 2023, Brilliant Acquisition Corporation (the “Company” or “Brilliant”) issued an unsecured promissory note dated July 20, 2023, in the aggregate principal amount of $32,300 (the “Note”) to Nukkleus, Inc. (“Nukkleus”), the counterparty to the previously announced merger agreement dated as of February 22, 2022 (as amended and restated on June 23, 2023), pursuant to which a proposed business combination among Nukkleus, Brilliant and BRIL Merger Sub, Inc. (“Merger Sub”) would occur in which Merger Sub would merge into Nukkleus, and Nukkleus would become a wholly-owned subsidiary of Brilliant. The Note does not bear interest and matures upon closing of the Company’s initial business combination.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
T3 Defense Inc.: Amended the company's articles of association to extend the deadline to consummate a business combination from July 23, 2023 to December 23, 2023, with monthly extension options upon deposit (effective 2023-07-21).
- Change
- charter amendment
- Effective
- 2023-07-21
Exact text from the filing
On July 21, 2023, subsequent to the approval by its shareholders of the amended and restated articles of association (the “Amended Articles”) of the Company, the Company filed the Amended Articles with the British Virgin Islands General Registry, effective the same day. The Amended Articles extend the date by which the Company has to consummate a business combination from July 23, 2023 to up to not later than December 23, 2023, extendable by the Company on a monthly basis without further shareholder approval upon deposit of $0.08 per public ordinary share of the Company (the “Top-up Amount”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
T3 Defense Inc. shareholders approved Amended Articles Proposal - Adopt amended and restated articles of association reflecting amendments in Proposal 1 at the 2023-07-20 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-07-20
Exact text from the filing
Proposal 2 – The Amended Articles Proposal - A proposal to adopt an amended and restated articles of association of the Company reflecting the amendments to the Current Articles set out in Proposal 1. 1,346,399 4,349 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
T3 Defense Inc. shareholders approved Extension Amendment Proposal - Amend articles to extend business combination deadline from July 23, 2023 to December 23, 2023 at the 2023-07-20 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-07-20
Exact text from the filing
Proposal 1 – The Extension Amendment Proposal - A proposal to amend the Company’s currently adopted amended and restated articles of association, to extend the date by which the Company has to consummate a business combination from July 23, 2023 to up to not later than December 23, 2023 by deleting articles 18.6(A) and 18.6(B) of the Current Articles in their entirety, and replacing them with new articles 18.6(A) and 18.6(B), respectively, as set forth in Annex A to the Company’s proxy statement. 1,346,399 4,349 0
View on SEC.gov
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