Nukkleus Inc. Closes Merger with Brilliant Acquisition Corporation

Rhea-AI Summary

Nukkleus Inc. (Nasdaq: NUKK) proudly announces a strategic merger with Brilliant Acquisition Corporation, valuing Nukkleus at around $105 million. The combined company has been redomesticated to Delaware, with the common stock and warrants expected to begin trading on the Nasdaq Stock Market under the ticker symbols NUKK and NUKKW on December 26, 2023.

Insights

Financial Analyst

The merger between Nukkleus Inc. and Brilliant Acquisition Corporation, valued at approximately $105 million, represents a significant consolidation in the digital asset sector. The transaction involves a Special Purpose Acquisition Company (SPAC), which is a company created solely to merge or acquire another business and take it public. This method of going public can be quicker than a traditional IPO process, but it also comes with unique risks and regulatory scrutiny.

From a financial perspective, the merger's terms include a stock conversion ratio and a backstop provision for public holders, which could affect the liquidity and market price of the new shares. Investors typically look at the share exchange ratio and valuation to determine if the deal is accretive to earnings and whether it reflects the true value of the companies involved. The issuance of additional shares, rights and warrants as part of the merger can dilute existing shareholders but may also provide leverage for investors if the company performs well.

Regarding the long-term implications, the merger aims to capitalize on the growing digital asset market by combining resources and expertise. The success of such a strategy will depend on the combined company's ability to innovate and stay competitive in a rapidly evolving industry. Investors should monitor the company's performance metrics and strategic milestones post-merger to assess the effectiveness of the integration and the realization of projected synergies.

Industry Analyst

The digital asset industry is characterized by high volatility and rapid technological advancements. Nukkleus's merger with Brilliant Acquisition Corporation could position the combined entity to take advantage of emerging opportunities in digital asset services. The focus on customer-centric innovation and service excellence is crucial in an industry where trust and security are paramount.

However, the industry also faces significant regulatory hurdles. Companies involved in digital assets must navigate a complex and evolving regulatory landscape, which can impact their operations and growth potential. As the combined company moves forward, regulatory compliance and the ability to adapt to new regulations will be key factors in its success.

Investors and stakeholders should consider the competitive landscape and the company's strategic initiatives in relation to its peers. The ability of Nukkleus to differentiate its service offerings and to scale its operations in a cost-effective manner will be critical in determining its market position and long-term profitability.

Legal Expert

The legal aspects of this merger, including the role of legal counsel from Loeb & Loeb LLP and ArentFox Schiff, LLP, are indicative of the complexity of SPAC transactions. Legal expertise is crucial in navigating the due diligence, regulatory filings and shareholder agreements that are inherent to such deals.

For stakeholders, understanding the legal structure and terms of the merger is important, as it can influence the rights and protections afforded to them. The terms of conversion for shares, rights and warrants, as well as the backstop provisions, must be carefully crafted to comply with securities laws and to ensure fairness to all parties involved.

The domestication of the company to Delaware is also significant, as Delaware corporate law is known for its business-friendly environment and well-established legal precedents. This move could potentially offer benefits such as a more favorable legal framework for corporate governance and dispute resolution.

NEW YORK, Dec. 22, 2023 /PRNewswire/ -- Nukkleus Inc. (Nasdaq: NUKK) proudly announces the closing of its strategic merger with Brilliant Acquisition Corporation. This merger, valuing Nukkleus at around $105 million, signifies a bold step into a future rich with digital asset opportunities for businesses and investors alike.  The combined company has been redomesticated to Delaware and its name has been change to Nukkleus Inc.  The common stock and warrants of the combined company are expected to begin trading on the Nasdaq Stock Market under the ticker symbols NUKK and NUKKW on December 26, 2023. 

Merger Details and Future Prospects

Nukkleus has undergone a strategic evolution through a SPAC merger with Brilliant Acquisition Corporation, in which Nukkleus has been acquired by Brilliant. Following this merger, the ticker symbol BRLI will be transitioned to NUKK to maintain brand continuity and market presence. This development aligns with our overarching vision for expansive growth and underscores our commitment to customer-centric innovation and service excellence.

Following the domestication, and prior to effectiveness of the merger, each outstanding public unit of Brilliant were converted into one share of the Brilliant, one right in Brilliant, and one warrant to purchase common stock of the combined company, with any fractional rights and warrants issued in connection with such separation rounded down to the nearest whole right or warrant.

As a result of the merger:

• each ordinary share of Brilliant is being converted into one share of common stock in the combined company;
• the stockholders of Nukkleus are receiving 1 share of the combined company for every 36.44532 shares of Nukkleus stock held prior to the merger;
• each public warrant of Brilliant prior to the merger is being converted into a new public warrant of the combined company; and
• the Brilliant rights are being converted into shares of the combined company at a rate of one (1) share for every ten (10) rights.

Additionally, as a "backstop" for public holders the combined company:

• are issuing shares of common stock to all public holders of Brilliant ordinary shares at the rate of 0.4 of a share of the combined company for each outstanding share held;
• are issuing Brilliant rights to all public holders of Brilliant rights at the rate of 0.04 of a share of the combined company for each outstanding right held; and
• are issuing Brilliant warrants to all public holders of Brilliant warrants at the rate of 0.4 of a warrant of the combined company for each outstanding warrant held.

With an unwavering commitment to innovation, Nukkleus is set to catalyze a new wave of growth in digital asset services, thereby enhancing our client offerings. Our strategy is clear: to leverage our combined strengths to deliver a suite of services that not only meet but anticipate the needs of our clients in a dynamic financial ecosystem. Nukkleus is charting a course towards a future where digital asset management and transactions are seamless, secure, and sophisticated.

Axiom Capital Management, Inc. and RedEight Capital Limited served as financial advisers; Loeb & Loeb LLP acted as counsel to Brilliant Acquisition Corporation; and ArentFox Schiff, LLP acted as counsel to Nukkleus Inc.

About Nukkleus Inc.

Nukkleus Inc. (Nasdaq: NUKK) blends cutting-edge technology with a comprehensive suite of digital asset exchange, investment, custody and payment services. We are dedicated to empowering our institutional clients and a broader customer base by offering full-service solutions in both traditional and digital asset markets, driven by a commitment to innovation and regulatory compliance.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.  In some cases, forward-looking statements can be identified by words such as "will," "believe," "anticipate," "expect," "estimate," "intend," "plan," or their negatives or variations of these words, or similar expressions. All statements contained in this press release that do not strictly relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the combined company management's expectations regarding its financial outlook, strategic priorities and objectives, future plans, business prospects and financial performance, ability to satisfy the initial listing criteria of Nasdaq, ability to deliver value to its stakeholders and grow as a public company. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, our ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably following the business combination; costs related to the business combination; changes in applicable laws or regulations; our ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities; the risk of downturns and the possibility of rapid change in the highly competitive industry in which we operate; the risk that we and our current and future collaborators are unable to successfully develop and commercialize our products or services, or experience significant delays in doing so; the risk that we may never achieve or sustain profitability; the risk that we will need to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all; the risk that we experience difficulties in managing our expected growth and expanding operations; the risk that third party vendors are not able to fully and timely meet their obligations; the risk that we are unable to secure or protect our intellectual property; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties discussed under the "Risk Factors" section of Brilliant Acquisition Corp.'s prospectus filed with the Securities and Exchange Commission on November 13, 2023, and the combined company's other periodic filings with the SEC. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. Any forward-looking statement made in this press release is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the combined company expressly disclaims any obligations to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

For further information and to explore our digital asset solutions, please contact:

Jamie Khurshid COO
Jkhurshid@nukk.com
+44 7956590095

 

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SOURCE Nukkleus

FAQ

What is the recent announcement by Nukkleus Inc. (Nasdaq: NUKK)?

Nukkleus Inc. (Nasdaq: NUKK) proudly announces the closing of its strategic merger with Brilliant Acquisition Corporation, valuing Nukkleus at around $105 million.

What are the ticker symbols for Nukkleus Inc. after the merger?

The common stock and warrants of the combined company are expected to begin trading on the Nasdaq Stock Market under the ticker symbols NUKK and NUKKW on December 26, 2023.

What is the strategic evolution that Nukkleus Inc. has undergone?

Nukkleus has undergone a strategic evolution through a SPAC merger with Brilliant Acquisition Corporation, in which Nukkleus has been acquired by Brilliant.

Who served as financial advisers for the merger?

Axiom Capital Management, Inc. and RedEight Capital Limited served as financial advisers for the merger.

What is the future prospect for Nukkleus Inc. after the merger?

Nukkleus is set to catalyze a new wave of growth in digital asset services, thereby enhancing client offerings and charting a course towards a future where digital asset management and transactions are seamless, secure, and sophisticated.