T3 Defense Inc. (DFNS): M&A transaction — Nukkleus completes business combination with Brilliant Acquisition; begins trading on Nasdaq

T3 Defense Inc.

Merger closed Dec. 22, 2023; Brilliant changed name to Nukkleus Inc. and re-domiciled to Delaware.
Old Nukk stockholders received ~10.5M shares; own ~78.3% of combined company.
Holders of 330,345 Brilliant shares redeemed for ~$11.57/share, totaling ~$3.82M.
Post-combination shares outstanding: 13,899,713 Nukkleus common stock and 6,701,000 warrants.
Lock-up agreement prohibits selling of shares for two years from closing date.

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.

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

T3 Defense Inc. completed an acquisition involving Old Nukk for 10,500,000 shares of Brilliant Common Stock (closed 2023-12-22).

Action: acquisition
Counterparty: Old Nukk
Consideration: 10,500,000 shares of Brilliant Common Stock
Closing: 2023-12-22

Exact text from the filing

outstanding shares of common stock, par value $0.0001 per share, of Old Nukk (“Old Nukk Common Stock”) were cancelled in exchange for the right to receive a pro-rata portion of 10,500,000 shares of common stock of Brilliant (“Brilliant Common Stock”). Each outstanding option to purchase shares of Old Nukk Common Stock (whether vested or unvested) was assumed

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

T3 Defense 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

In connection with the Closing, 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 ”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

T3 Defense 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

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8 m&a transactions filed in the last 30 days. Browse all m&a transactions →

T3 Defense Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-000318

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