Nukkleus Inc.: M&A transaction — Nukkleus Inc. completes de-SPAC merger with Brilliant; old Nukkleus holders own 78.3%

Nukkleus Inc.

Merger closed Dec 22, 2023; combined company renamed Nukkleus Inc., trades as NUKK and NUKKW on Nasdaq from Dec 26.
330,345 SPAC shares redeemed at ~$11.57/share ($3.82M aggregate); 13,899,713 shares outstanding post-merger.
Former Nukkleus stockholders own 78.3%, sponsor/insiders ~8%, public ~0.5%; lock-up agreement for 2 years on sponsor and certain holders.
Post-merger board: Emil Assentato (Chairman/CEO), Jamal Khurshid (COO/Director), Tony Porcheron (CFO), four independent directors.

item 1.01 item 2.01 item 5.06 item 3.03 item 9.01 item 5.01 item 5.02 item 5.03 item 7.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Nukkleus Inc.: Amended Certificate of Incorporation filed upon Domestication, changing name to Nukkleus Inc.

Change: charter amendment

Exact text from the filing

On the Closing Date, following the Domestication, Brilliant filed its the Amended Certificate of Incorporation with the Secretary of State of the State of Delaware, changed its name to "Nukkleus Inc."

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Nukkleus Inc.: Brilliant ceased to be a shell company as a result of the Business Combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, Brilliant ceased to be a shell company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Nukkleus Inc. underwent a change of control involving Brilliant Acquisition Corporation (closed 2023-12-22).

Action: change of control
Counterparty: Brilliant Acquisition Corporation
Closing: 2023-12-22

Exact text from the filing

On December 22, 2023, as contemplated by the Merger Agreement and described in the sections titled “ Brilliant Proposal 1 - The Brilliant Business Combination Proposal ” beginning on page 104 of the Joint Proxy Statement/Prospectus, and “ Nukkleus Proposal 1 - The Nukkleus Business Combination Proposal ” beginning on page 95 of the Joint Proxy Statement/Prospectus, Merger Sub merged with and into Old Nukk, and the separate corporate existence of Merger Sub ceased, with Old Nukk being the surviving corporation and wholly owned subsidiary of Brilliant.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.6

Nukkleus Inc. entered into Registration Rights Agreement with Brilliant, Nukkleus and the other parties thereto.

Action: entry
Counterparty: Brilliant, Nukkleus and the other parties thereto

Exact text from the filing

Nukkleus entered into a registration rights agreement (the " Registration Rights Agreement "), pursuant to which, Brilliant, Nukkleus and the other parties thereto agreed to, among other things, file a resale shelf registration statement registering certain of the securities held by the Holders

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.6

Nukkleus Inc. entered into Lock-Up Agreement with Sponsor, certain stockholders of Brilliant and certain former equity holders of Old Nukk.

Action: entry
Counterparty: Sponsor, certain stockholders of Brilliant and certain former equity holders of Old Nukk

Exact text from the filing

the Sponsor, certain stockholders of Brilliant and certain former equity holders of Old Nukk (each, a " Lock-up Holder ") entered into an agreement (the " Lock-Up Agreement "), pursuant to which and subject to certain customary exceptions, during the period commencing on the date of the Closing and ending on the date that is two (2) years after the consummation of the Business Combination such Lock-up Holder agreed not to (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares

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Source: SEC EDGAR

accession 0001213900-23-099910

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