Nukkleus Inc. (OTCPK:NUKK) entered into an agreement to acquire Brilliant Acquisition Corporation (NasdaqCM:BRLI) from Nisun Investment Holding Limited and others in a reverse merger transaction on February 22, 2022. The transaction values Nukkleus at an enterprise value of approximately $140 million. As per the terms of the transaction, each share of ordinary share of Brilliant Acquisition Corporation issued and outstanding immediately prior to the effective time will be converted into one share of common stock, par value $0.0001 per share, of the surviving corporation of the transaction. Nukkleus will undertake a reverse stock split at a ratio of 1:25.146, or such other ratio as may be agreed between Nukkleus and Brilliant. Upon completion of the merger agreement, Nukkleus would become the Nasdaq-listed parent company of Brilliant and trade under the ticker symbol “NUKK.", with former Nukkleus stockholders owning approximately 66% stake and former Brilliant shareholders owning approximately 34% stake of the ordinary shares of Brilliant Acquisition Corporation. The transaction is subject to the following the receipt of the required approvals by Nukkleus's and Brilliant's shareholders, Nukkleus's Registration Statement becoming effective, the approval of Nukkleus's listing application, certain governmental approvals, the approval of the reverse stock split and Nukkleus having a gross amount of no less than $10 million in cash and cash equivalents available to it immediately after the closing. The transaction was approved by the Boards of Directors of both Nukkleus and Brilliant. The deal is expected to close in the second quarter of 2022. As of March 22, 2022, Brilliant Acquisition Corporation announced that it has extended the period of time it will have to consummate its initial business combination by a further four months, or until July 23, 2022. As of July 19, 2022, Brilliant Acquisition Corporation announced that it has extended the period of time it will have to consummate its initial business combination by a further four months, or until October 23, 2022. A Special Meeting by Shareholders of Brilliant Acquisition Corporation is scheduled to approve the extension of the consummation from October 23, 2022 to up to not later than January 23, 2023. As of October 17, 2022, the shareholders of Brilliant approved to extend the period of time it will have to consummate its initial business combination by a further one month, or until November 23, 2022 or until January 23, 2023. As of January 25,2023, Brilliant Acquisition has extended the period of time it will have to consummate its initial business combination by a further one month, or until February 23, 2023.
Nukkleus intends to use the proceeds from the transaction to accelerate growth across Nukkleus's network, empowering Nukkleus's portfolio of businesses to pioneer faster and more valuable custody.

ClearThink Capital LLC acted as financial advisor and Ralph De Martino of Schiff Hardin LLP acted as legal advisor to Nukkleus. Axiom Capital Management Inc., EarlyBirdCapital, Inc. and Red Eight Capital Limited acted as financial advisors and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor to Brilliant Acquisition Corporation. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Brilliant Acquisition Corporation. Issuer Direct Corporation (NYSEAM:ISDR) acted as transfer agent and registrar to Nukkleus. Ralph V. De Martino, Robert J. Minkus and Andrew M. Banks of ArentFox Schiff LLP acted as legal advisors to Nukkleus. The Benchmark Company, LLC acted as financial advisor and fairness opinion provider to Brilliant Acquisition Corporation. Karen Smith of Advantage Proxy, Inc. acted as information agent to Brilliant Acquisition Corporation and received a fee of $6,500.