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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 20, 2023
BRILLIANT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
British Virgin Islands |
|
001-39341 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
99 Dan Ba Road, C-9,Putuo District,
Shanghai, Peoples Republic of China
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (86) 021-80125497
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on
which registered |
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Units, each consisting of one Ordinary Share, one Right and one Redeemable Warrant |
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BRLIU |
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The Nasdaq Stock Market LLC |
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Ordinary Shares, no par value per share |
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BRLI |
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The Nasdaq Stock Market LLC |
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Rights, each right entitling the holder to 1/10 of one Ordinary Share |
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BRLIR |
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The Nasdaq Stock Market LLC |
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Warrants, each warrant exercisable for one Ordinary Share for $11.50 per share |
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BRLIW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material definitive
Agreement.
The disclosure contained in Item 2.03 is incorporated
by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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. In the event that the Company does not consummate a business combination, the Note will be repaid only from
amounts remaining outside of the Company’s trust account, if any. The proceeds of the Note have been deposited in the Company’s
trust account in connection with extending the business combination completion window until August 23, 2023.
The foregoing description of the Note is qualified
in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1
and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
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”).
Item 5.07. Submissions of Matters to a Vote
of Security Holders.
The Company held a special meeting of shareholders
(the “Special Meeting”) of the Company on July 20, 2023 at 10:00 a.m. Eastern Time. Summarized below are the results of the
matters submitted to a vote at the Special Meeting.
Matter | |
For | | |
Against | | |
Abstain | |
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 | |
| |
| | | |
| | | |
| | |
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 | |
Proposal 1 and Proposal 2 were approved by the
Company’s shareholders.
Item 7.01 Regulation FD Disclosure.
The Company’s shareholders elected to redeem
an aggregate of 1,779 shares in connection with the Special Meeting. Following such redemptions and the deposit of the contribution described
above, the amount of funds remaining in the trust account is approximately $4.5 million. Accordingly, following such redemptions and the
deposit of the contribution of $0.08 per outstanding ordinary share, the Company has 1,814,696 ordinary shares issued and outstanding
(1,411,000 of which are shares held by our initial shareholders and are not subject to redemption) and the pro rata portion of the funds
available in the trust account is approximately $11.17 per public share.
On July 21, 2023, the Company issued a press release,
a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Company has extended the period of
time it will have to consummate its initial business combination by a further one month, or until August 23, 2023, and related matters.
The information in this Item 7.01, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Additional Information
and Where to Find It
This Current Report relates
to a proposed business combination among Nukkleus, Brilliant and Merger Sub in which Merger Sub would merge into Nukkleus. In connection
with the proposed transaction, Brilliant will file with the SEC a registration statement on Form S-4 that includes a proxy statement of
Brilliant and Nukkleus and that also constitutes a prospectus of Brilliant with respect to the shares to be issued in the proposed transaction
(the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be delivered to
Brilliant’s shareholders and Nukkleus’s stockholders. Each of Brilliant and Nukkleus may also file other relevant documents
regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NUKKLEUS
AND BRILLIANT ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security
holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be
filed with the SEC by Brilliant or Nukkleus through the website maintained by the SEC at www.sec.gov. Stockholders of Nukkleus will also
be able to obtain a copy of the definitive proxy statement, without charge by directing a request to: Nukkleus, Inc., 525 Washington Boulevard,
Jersey City, New Jersey 07310. Shareholders of Brilliant will also be able to obtain a copy of the definitive proxy statement, without
charge by directing a request to: Brilliant Acquisition Corporation, 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples Republic of
China.
Participants in the
Solicitation
Brilliant and its directors
and executive officers are participants in the solicitation of proxies from the shareholders of Brilliant in respect of the proposed transaction.
Information about Brilliant’s directors and executive officers and their ownership of Brilliant’s ordinary shares is set forth
in Brilliant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the
proposed transaction when they become available. You may obtain free copies of these documents as described in the preceding paragraph.
Nukkleus and its directors
and executive officers are participants in the solicitation of proxies from the shareholders of Nukkleus in respect of the proposed transaction.
Information about Nukkleus’s directors and executive officers and their ownership of Nukkleus common stock is set forth in Nukkleus’s
Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on April 10, 2023. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction
when they become available. You may obtain free copies of these documents as described above.
Cautionary Note Regarding
Forward-Looking Statements
Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the risk that the proposed business combination may not be completed in
a timely manner or at all, which may adversely affect the price of Nukkleus and/or Brilliant securities; (ii) the risk that the proposed
business combination may not be completed by Brilliant’s business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Brilliant; (iii) the failure to satisfy the conditions to the consummation of the proposed
business combination, including the approval of the proposed business combination by the stockholders of Nukkleus and/or Brilliant, the
satisfaction of the minimum trust account amount following redemptions by Brilliant’s public shareholders and the receipt of certain
governmental and regulatory approvals; (iv) the effect of the announcement or pendency of the proposed business combination on Nukkleus’s
business relationships, performance, and business generally; (v) risks that the proposed business combination disrupts current plans of
Nukkleus and potential difficulties in Nukkleus employee retention as a result of the proposed business combination; (vi) the outcome
of any legal proceedings that may be instituted against Nukkleus or Brilliant related to the agreement and plan of merger or the proposed
business combination; (vii) the ability to maintain the listing of Brilliant’s securities on the Nasdaq Stock Market; (viii) the
price of Nukkleus’s and/or Brilliant’s securities, including volatility resulting from changes in the competitive and highly
regulated industries in which Nukkleus and Brilliant plan to operate, variations in performance across competitors, changes in laws and
regulations affecting Nukkleus’s business and changes in the combined capital structure; and (ix) the ability to implement business
plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks
and uncertainties described in the proxy statement/prospectus contained in Brilliant’s Form S-4 registration statement described
above, when available, including those under “Risk Factors” therein, the Annual Report on Form 10-K for Nukkleus and Brilliant,
Quarterly Reports on Form 10-Q for Nukkleus and Brilliant and other documents filed by Nukkleus and/or Brilliant from time to time with
the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
Nukkleus and Brilliant assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or otherwise. Neither Nukkleus nor Brilliant gives any assurance that either Nukkleus
or Brilliant will achieve its expectations.
No Offer or Solicitation
This communication is
not intended to and will not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities or a solicitation
of any vote or approval and is not a substitute for the proxy statement/prospectus or any other document that Brilliant or Nukkleus may
file with the SEC or send to Nukkleus’s and/or Brilliant’s shareholders in connection with the proposed transaction. No offer
of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
BRILLIANT ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Dr. Peng Jiang |
|
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Name: |
Dr. Peng Jiang |
|
|
Title: |
Chief Executive Officer |
|
|
|
Dated: July 21, 2023 |
|
|
6
Exhibit 3.1
TERRITORY
OF THE BRITISH VIRGIN
ISLANDS
THE BVI BUSINESS
COMPANIES ACT, 2004
AMENDED AND
RESTATED
ARTICLES
OF
ASSOCIATION OF
Brilliant Acquisition
Corporation
A COMPANY
LIMITED BY SHARES
Amended and restated
by a Resolution of Members passed on 20 July 2023 and filed on 21 July 2023
| 1.1. | Every Member is entitled to a certificate signed by a director of the Company or
under the Seal specifying the number of Shares held by him and the signature of a Director. |
| 1.2. | Any Member receiving a certificate shall indemnify and hold the Company and its
Directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation
made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production
of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors. |
| 1.3. | If several Eligible Persons are registered as joint holders of any Shares, any one
of such Eligible Persons may give an effectual receipt for any Distribution. |
| 2.1. | Subject to the provisions, if any, in the Memorandum (and to any direction that
may be given by the Company in general meeting), the Act and, where applicable, the rules of the Designated Stock Exchange and/or any
competent regulatory authority, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant
options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions,
whether in regard to Dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on
such other terms as they think proper, and may also (subject to the Act and the Articles) vary such rights. |
| 2.2. | The Company may issue Securities to Eligible Persons conferring the right upon
the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company on such terms as the
Directors may from time to time determine. |
| 2.3. | Section 46 of the Act does not apply to the Company. |
| 2.4. | The Company may issue units of Securities in the Company, which may be comprised
of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right
upon the holders thereof to subscribe for, purchase or receive any class of Shares or other Securities in the Company, upon such terms
as the Directors may from time to time determine. The Securities comprising any such units which are issued pursuant to the IPO can only
be traded separately from one another on the 90th day following the date of the prospectus relating to the IPO unless the representative
of the Underwriters in the IPO determines that an earlier date is acceptable, subject to the Company having filed a current report on
Form 8-K with the SEC and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded,
but the securities comprising such units cannot be traded separately from one another. |
| 2.5. | No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been
passed stating: |
| (a) | the amount to be credited for the issue of the Shares; |
| (b) | their determination of the reasonable present cash value of the non-money consideration for the issue;
and |
| (c) | that, in their opinion, the present cash value of the non-money consideration for
the issue is not less than the amount to be credited for the issue of the Shares. |
| 2.6. | The Company shall keep a Register of Members, in compliance with section 41 of the Act, containing: |
| (a) | the names and addresses of the persons who hold Shares; |
| (b) | the number of each class and series of Shares held by each Member; |
| (c) | the date on which the name of each Member was entered in the Register of Members; and |
| (d) | the date on which any Eligible Person ceased to be a Member. |
| 2.7. | The Register of Members may be in any such form as the Directors may approve, but
if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until
the Directors otherwise determine, the magnetic, electronic or other data storage form shall be the original share register. |
| 2.8. | A Share is deemed to be issued when the name of the Member is entered in the Register of Members. |
| 3.1. | Shares that are not fully paid on issue are subject to the forfeiture provisions
set forth in this Regulation and for this purpose Shares and Securities issued for a promissory note or a contract for future services
are deemed to be not fully paid. |
| 3.2. | A written notice (“Call Notice”) of call specifying the date
for payment to be made shall be served on the Member who defaults in making payment in respect of the Shares and Securities. |
| 3.3. | The Call Notice referred to in Regulation 3.2 shall name a further date not earlier
than the expiration of 14 days from the date of service of the Call Notice on or before which the payment required by the Call Notice
is to be made and shall contain a statement that in the event of non-payment at or before the time named in the Call Notice, the Shares
or Securities, or any of them, in respect of which payment is not made will be liable to be forfeited. |
| 3.4. | Where a Call Notice has been issued pursuant to Regulation 3.2 and the requirements
of the Call Notice have not been complied with, the Directors may, at any time before tender of payment, forfeit and cancel the Shares
and Securities to which the Call Notice relates. |
| 3.5. | The Company is under no obligation to refund any moneys to the Member whose Shares
or Securities have been cancelled pursuant to Regulation 3.4 and that Member shall be discharged from any further obligation to the Company. |
| 4.1. | Subject to the Memorandum shares may be transferred by a written instrument of transfer
signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration, provided
that such transfer also complies with applicable rules of the SEC and federal and state securities laws of the United States. If the Shares
in question were issued in conjunction with rights, options or warrants issued on terms that one cannot be transferred without the other,
the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such
option or warrant. |
| 4.2. | Shares held by the Founders shall not be transferred (except (1) to any persons (including
their affiliates and shareholders) participating in the private placement of the private units, officers, directors, shareholders, employees
and members of the Sponsor and its affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees,
(3) if a holder is an entity, as a distribution to its partners, shareholders or members upon its liquidation, (4) by bona fide gift to
a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate
family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic
relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities,
(8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company
for no value for cancellation in connection with the consummation of the Company’s initial Business Combination, in each case (except
for clause 9) where the transferee agrees to the terms of the insider letter and by the same agreements entered into by the Sponsor with
respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described in the
prospectus issued by the Company in respect of the IPO))) until the earlier of (i) one year after the date of the consummation of the
initial Business Combination; or (ii) the date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as
adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period
following the six month anniversary of the consummation of our initial Business Combination, or earlier, in either case, if, subsequent
to the initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction
which results in all of the Members having the right to exchange their Ordinary Shares for cash, securities or other property. |
| 4.3. | In addition to the above, the instrument of transfer of any Share shall be in writing
in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the officers of
the Company and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf of the transferee)
and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature
or by such other manner of execution as the Directors may approve from time to time. |
| 4.4. | The transfer of a Share is effective when the name of the transferee is entered on
the share register. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the
Register of Members. |
| 4.5. | If the Directors of the Company are satisfied that an instrument of transfer relating
to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors: |
| (a) | to accept such evidence of the transfer of Shares as they consider appropriate; and |
| (b) | that the transferee’s name should be entered in the Register of Members notwithstanding
the absence of the instrument of transfer. |
| 4.6. | Subject to the Memorandum, the personal representative of a deceased Member may
transfer a Share even though the personal representative is not a Member at the time of the transfer. |
| 5.1. | The Company may by Resolution of Directors, authorize a distribution at a time
and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the
Company’s assets will exceed its liabilities and the Company will be able to pay its debts as and when they fall due. |
| 5.2. | Dividends may be paid in money, shares, or other property. |
| 5.3. | The Company may, by Resolution of Directors, from time to time pay to the Members
such interim dividends as appear to the Directors to be justified by the profits of the Company, provided always that they are satisfied,
on reasonable grounds, that, immediately after the distribution, the value of the Company’s assets will exceed its liabilities and
the Company will be able to pay its debts as and when they fall due. |
| 5.4. | Notice in writing of any dividend that may have been declared shall be given to
each Member in accordance with Regulation 20 and all dividends unclaimed for three years after such notice has been given to a Member
may be forfeited by Resolution of Directors for the benefit of the Company. |
| 5.5. | No dividend shall bear interest as against the Company. |
| 6. | REDEMPTION OF SHARES AND TREASURY SHARES |
| 6.1. | Subject to these Articles, the Company may purchase, redeem or otherwise acquire
and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of the
Member whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision
in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without such consent. |
| 6.2. | The purchase redemption or other acquisition by the Company of its own Shares is deemed not to be a distribution
where: |
| (a) | The Company purchases, redeems or otherwise acquires the Shares pursuant to a right
of a Member to have his Shares redeemed or to have his shares exchanged for money or other property of the Company; or |
| (b) | The Company purchases, redeems or otherwise acquires the Shares by virtue of the provisions of section
176of the Act. |
| 6.3. | Sections 60, 61 and 62 of the Act shall not apply to the Company. |
| 6.4. | Shares that the Company purchases, redeems or otherwise acquires pursuant to this
Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued
Shares in which case they shall be cancelled but they shall be available for reissue. |
| 6.5. | All rights and obligations attaching to a Treasury Share are suspended and shall
not be exercised by the Company while it holds the Share as a Treasury Share. |
| 6.6. | Treasury Shares may be disposed of by the Company on such terms and conditions (not
otherwise inconsistent with the Memorandum and Articles) as the Company may by Resolution of Directors determine. |
| 6.7. | Where Shares are held by another body corporate of which the Company holds, directly
or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other body corporate, all rights and
obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate. |
| 7. | MEETINGS AND CONSENTS OF MEMBERS |
| 7.1. | Any director of the Company may convene meetings of the Members at such times and
in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable. |
| 7.2. | Upon the written request of the Members entitled to exercise thirty per cent (30%)
or more of the voting rights in respect of the matter for which the meeting is requested the Directors shall convene a meeting of Members. |
| 7.3. | The Director convening a meeting shall give at least ten (10) days’ written notice of a meeting
of Members to: |
| (a) | those Members whose names on the date the notice is given appear as Members in the
Register of Members and are entitled to vote at the meeting; and |
| 7.4. | The director convening a meeting of Members may fix as the record date for determining
those Members that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified
in the notice, being a date not earlier than the date of the notice. |
| 7.5. | A meeting of Members held in contravention of the requirement to give notice is
valid if Members holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived
notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation to all the Shares
which that Member holds. |
| 7.6. | The inadvertent failure of a director who convenes a meeting to give notice of a
meeting to a Member or another director, or the fact that a Member or another director has not received notice, does not invalidate the
meeting. |
| 7.7. | A Member may be represented at a meeting of Members by a proxy who may speak and vote on behalf of the
Member. |
| 7.8. | The instrument appointing a proxy shall be produced at the place designated for
the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. |
| 7.9. | The instrument appointing a proxy shall be in substantially
the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing
the proxy. |
To: [●]
I/We, being a Member of the above
Company HEREBY APPOINT ...................... of ..............................or failing him ................ of
.................................. to be my/our proxy to vote for me/us at the meeting of Members to be held on the ...............
day of ....., 20.... and at any adjournment thereof.
(Any restrictions on voting to be
inserted here.)
Signed this ...... day of ............., 20....
.............................................
Member
| 7.10. | The following applies where Shares are jointly owned: |
| (a) | if two or more persons hold Shares jointly each of them may be present in person
or by proxy at a meeting of Members and may speak as a Member; |
| (b) | if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners;
and |
| (c) | if two or more of the joint owners are present in person or by proxy they must vote
as one and in the event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears
first (or earliest) in the Register of Members in respect of the relevant Shares shall be recorded as the vote attributable to the Shares. |
| 7.11. | A Member shall be deemed to be present at a meeting of Members if he participates
by telephone or other electronic means and all Members participating in the meeting are able to hear each other. |
| 7.12. | A meeting of Members is duly constituted if, at the commencement of the meeting,
there are present in person or by proxy Members representing not less than thirty per cent (30%) of the votes of the Shares entitled to
vote on Resolutions of Members to be considered at the meeting. If the Company has two or more classes of shares, a meeting may be quorate
for some purposes and not for others. A quorum may comprise a single Member or proxy and then such person may pass a Resolution of Members
and a certificate signed by such person accompanied where such person holds a proxy by a copy of the proxy instrument shall constitute
a valid Resolution of Members. |
| 7.13. | If within two hours from the time appointed for the meeting a quorum is not present,
the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the next business
day in the jurisdiction in which the meeting was to have been held at the same time and place, and if at the adjourned meeting there are
present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares
or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum
but otherwise the meeting shall be dissolved. |
| 7.14. | At every meeting of Members, the chairman of the Board shall preside as chairman
of the meeting. If there is no chairman of the Board or if the chairman of the Board is not present at the meeting, the Members present
shall choose one of their number to be the chairman. If the Members are unable to choose a chairman for any reason, then the person representing
the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual
Member or representative of a Member present shall take the chair. |
| 7.15. | The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place
to place. |
| 7.16. | At any meeting of the Members the chairman is responsible for deciding in such
manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced
to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution,
he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Member present
in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement
demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced
to the meeting and recorded in the minutes of the meeting. |
| 7.17. | Subject to the specific provisions contained in this Regulation for the appointment
of representatives of Members other than individuals the right of any individual to speak for or represent a Member shall be determined
by the law of the jurisdiction where, and by the documents by which, the Member is constituted or derives its existence. In case of doubt,
the Directors may in good faith seek legal advice and unless and until a court of competent jurisdiction shall otherwise rule, the Directors
may rely and act upon such advice without incurring any liability to any Member or the Company. |
| 7.18. | Any Member, other than an individual, may by resolution of its directors or other
governing body, authorize such individual as it thinks fit to act as its representative at any meeting of Members or of any class of Members,
and the individual so authorized shall be entitled to exercise the same rights on behalf of the Member which he represents as that Member
could exercise if it were an individual. |
| 7.19. | The chairman of any meeting at which a vote is cast by proxy or on behalf of any
Member other than an individual may at the meeting but not thereafter call for a notarially certified copy of such proxy or authority
which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Member shall be disregarded. |
| 7.20. | Directors of the Company may attend and speak at any meeting of Members and at
any separate meeting of the holders of any class or series of Shares. |
| 7.21. | An action that may be taken by the Members at a meeting may also be taken by a
Resolution of Members consented to in writing, without the need for any prior notice. If any Resolution of Members is adopted otherwise
than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members not consenting
to, or not having signed, such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more
Members. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect
on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members
have consented to the resolution by signed counterparts. |
| 8.1. | Where any Member is untraceable, the Company may sell any of their Shares provided that: |
| (a) | no less than 3 checks for any sums payable in cash to such Member have remained uncashed
for a period of 12 years from the date of issue of the check; |
| (b) | the Company not having during that time or before the expiry of the three-month
period referred to in (c) below received any indication of the existence of the Member or person entitled to such shares by death, bankruptcy
or operation of law; and |
| (c) | upon expiration of the 12-year period, an advertisement has been published in newspapers,
giving notice of the Company’s intention to sell those Shares, and a period of three months or such shorter period has elapsed since
the date of such advertisement. |
then, the net
proceeds of any such sale shall be held in the Company, and the net proceeds shall be accounted as a debt due to that untraceable Member
for an amount equal to such net proceeds.
| 9.1. | The Director or Directors shall be elected by Resolution of Members or by Resolution
of Directors for such term as the Members or Directors shall determine. |
| 9.2. | No person shall be appointed as a director of the Company unless he has consented in writing to act as
a director. |
| 9.3. | Subject to Regulation 9.1, the minimum number of Directors shall be one (1) and
there shall be no maximum number of Directors. |
| 9.4. | Each Director holds office for the term, if any, fixed by the Resolution of Members
or Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment
of a Director, the Director shall serve indefinitely until his earlier death, resignation or removal. |
| 9.5. | A director may be removed from office with or without cause by: |
| (a) | a Resolution of Members called for the purposes of removing the director or for
purposes including the removal of the director or by a written resolution passed by a least seventy five per cent of the Members of the
Company entitled to vote, provided that no director appointed from the closing of the IPO until consummation of the initial Business Combination
may be removed by a Resolution of Members; or |
| (b) | a Resolution of Directors. |
| 9.6. | A Director may resign his office by giving written notice of his resignation to
the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or
from such later date as may be specified in the notice. A director shall resign forthwith as a Director if he is, or becomes, disqualified
from acting as a director under the Act. |
| 9.7. | The Directors may at any time appoint any person to be a
Director either to fill a vacancy or as an addition to the existing Directors. Where the Directors appoint a person as Director to fill
a vacancy, the term shall not exceed the term that remained when the Director being replaced ceased to hold office. |
| 9.8. | A vacancy in relation to Directors occurs if a Director dies
or otherwise ceases to hold office prior to the expiration of his term of office. |
| 9.9. | The Company shall keep a register of directors complying with the Act containing: |
| (a) | the names and addresses of the persons who are Directors; |
| (b) | the date on which each person whose name is entered in the register of Directors
was appointed as a Director of the Company; |
| (c) | the date on which each person named as a Director ceased to be a Director of the Company; and |
| (d) | such other information as may be prescribed by the Act. |
| 9.10. | The register of Directors may be kept in any such form as the Directors may approve,
but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents.
Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original
register of Directors. |
| 9.11. | A Director is not required to hold a Share as a qualification to office. |
| 10. | REMUNERATION OF DIRECTORS |
| 10.1. | The remuneration to be paid to the Directors, if any, shall be such remuneration
as the Directors shall determine, provided that no remuneration shall be paid to any Director prior to the consummation of a Business
Combination. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all
travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees
of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company,
or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance
in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other. |
| 10.2. | The Directors may by resolution approve additional remuneration to any Director
for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director
who is also counsel, attorney or solicitor to the Company (collectively an “Advisor”), or otherwise serves in his capacity
as an Advisor shall be separately remunerated for services provided as an Advisor in addition to his remuneration as a Director. |
| 11.1. | The business and affairs of the Company shall be managed by, or under the direction
or supervision of, the Directors. The Directors have all the powers necessary for managing, and for directing and supervising, the business
and affairs of the Company. The Directors may pay all expenses incurred preliminary to and in connection with the incorporation of the
Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised
by the Members. |
| 11.2. | If the Company is the wholly owned subsidiary of a holding company, a director of
the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests
of the holding company even though it may not be in the best interests of the Company. |
| 11.3. | If the Company is a subsidiary, but not a wholly owned subsidiary, of a holding
company, and the Members other than the holding company agree in advance, a director of the Company may, when exercising powers or performing
duties as a director in connection with the carrying out of the joint venture, act in a manner which he believes is in the best interests
of a Member or some Members even though it may not be in the best interests of the Company. |
| 11.4. | If the Company is carrying out a joint venture between Members, a director of the
Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of
the holding company even though it may not be in the best interests of the Company. |
| 11.5. | Each Director shall exercise his powers for a proper purpose and shall not act or
agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising his powers
or performing his duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company. |
| 11.6. | The Directors may by Resolution of Directors exercise all
the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether
of the Company or of any third party. |
| 11.7. | All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments
and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be,
in such manner as shall from time to time be determined by Resolution of Directors. |
| 11.8. | Section 175 of the Act shall not apply to the Company. |
| 12. | PROCEEDINGS OF DIRECTORS |
| 12.1. | Any one director of the Company may call a meeting of the Directors by sending a written notice to all
other Directors. |
| 12.2. | The Directors or any committee thereof may meet at such times and in such manner
and places within or outside the British Virgin Islands as the notice calling the meeting provides. |
| 12.3. | A Director is deemed to be present at a meeting of Directors if he participates
by telephone or other electronic means and all Directors participating in the meeting are able to hear each other. |
| 12.4. | A Director shall be given not less than three days’ notice of meetings of
Directors, but a meeting of Directors held without three days’ notice having been given to all Directors shall be valid if all the
Directors entitled to vote at the meeting waive notice of the meeting, and for this purpose the presence of a Director at a meeting shall
constitute waiver by that director. The inadvertent failure to give notice of a meeting to a Director, or the fact that a Director has
not received the notice, does not invalidate the meeting. |
| 12.5. | A meeting of Directors is duly constituted for all purposes if at the commencement
of the meeting there are present in person not less than one-half of the total number of Directors, unless there are only two Directors
in which case the quorum is two. |
| 12.6. | If the Company has only one Director the provisions herein contained for meetings
of Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are not by the
Act, the Memorandum or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole Director shall record
in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes sufficient
evidence of such resolution for all purposes. |
| 12.7. | At meetings of Directors at which the chairman of the Board is present, he shall
preside as chairman of the meeting. If there is no chairman of the Board or if the chairman of the Board is not present, the Directors
present shall choose one of their number to be chairman of the meeting. If the Directors are unable to choose a chairman for any reason,
then the longest standing Director present shall take the chair. |
| 12.8. | An action that may be taken by the Directors or a committee of directors at a meeting
may also be taken by a Resolution of Directors or a resolution of a committee of Directors consented to in writing by all Directors or
by all members of the committee, as the case may be, without the need for any notice. The consent may be in the form of counterparts each
counterpart being signed by one or more Directors. If the consent is in one or more counterparts, and the counterparts bear different
dates, then the resolution shall take effect on the date upon which the last director has consented to the resolution by signed counterparts. |
| 13.1. | The Directors may, by Resolution of Directors, designate one or more committees,
each consisting of one or more Directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee. |
| 13.2. | The Directors have no power to delegate to a committee of directors any of the following powers: |
| (a) | to amend the Memorandum or the Articles: |
| (b) | to designate committees of directors; |
| (c) | to delegate powers to a committee of Directors; |
| (f) | to approve a plan of merger, consolidation or arrangement; or |
| (g) | to make a declaration of solvency or to approve a liquidation plan. |
| 13.3. | Regulations 13.2(b) and 13.2(c) do not prevent a committee of Directors, where
authorized by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from appointing a sub-committee
and delegating powers exercisable by the committee to the sub-committee. |
| 13.4. | The meetings and proceedings of each committee of Directors consisting of 2 or more
Directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of Directors so far as
the same are not superseded by any provisions in the Resolution of Directors establishing the committee. |
| 14.1. | The Company may by Resolution of Directors appoint officers of the Company at such
times as may be considered necessary or expedient. Such officers may consist of a chairman of the Board of Directors, a Chief Executive
Officer, one or more vice- presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary
or expedient. Any number of offices may be held by the same person. |
| 14.2. | The officers shall perform such duties as are prescribed at the time of their appointment
subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific
prescription of duties it shall be the responsibility of the chairman of the Board to preside at meetings of Directors and Members, the
Chief Executive Officer to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence
of the Chief Executive Officer but otherwise to perform such duties as may be delegated to them by the Chief Executive Officer, the secretaries
to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all
procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the
Company. |
| 14.3. | The emoluments of all officers shall be fixed by Resolution of Directors. |
| 14.4. | The officers of the Company shall hold office until their death, resignation or
removal. Any officer elected or appointed by the Directors may be removed at any time, with or without cause, by Resolution of Directors.
Any vacancy occurring in any office of the Company may be filled by Resolution of Directors. |
| 14.5. | The Resolution of Directors appointing an agent may authorize the agent to appoint
one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company. The Directors may remove
an agent appointed by the Company and may revoke or vary a power conferred on him. |
| 15.1. | Unless the Directors otherwise prescribe, the financial year
of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year. |
| 16. | TRANSFER BY WAY OF CONTINUATION |
| 16.1. | The Company may by Resolution of the Directors have the power to register by way
of continuation as a body corporate under the laws of any jurisdiction outside the British Virgin Islands and to be deregistered in the
British Virgin Islands. |
| 17. | MERGERS AND CONSOLIDATIONS |
| 17.1. | The Company shall have the power to merge or consolidate with one or more other
constituent companies upon such terms as the Directors may determine by a Resolution of the Directors subject as may be permitted by the
Act. |
| 18.1. | Notwithstanding any other Regulations of the Articles, this Regulation 18 shall
apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of any
Business Combination and the distribution of the Trust Fund pursuant to Regulation 18.6. In the event of a conflict between this Regulation
18 and any other Regulation, the provisions of this Regulation 18 shall prevail, and this Regulation may not be amended prior to the consummation
of a Business Combination without the approval of a Resolution of Members. |
| 18.2. | Prior to the consummation of any Business Combination, the Company shall either: |
| (a) | submit such Business Combination to its Members for approval; or |
| (b) | provide Members with the opportunity to have their Shares repurchased by means
of a tender offer for an amount equal to their pro rata share of the Trust Fund, provided that the Company shall not repurchase Shares
in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001. |
| 18.3. | The Company shall initiate any tender offer in accordance with Rule 13e-4 and Regulation
14E of the Exchange Act, and shall file tender offer documents with the SEC prior to completing a Business Combination which contain substantially
the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A
of the Exchange Act, to repurchase Public Shares. |
| 18.4. | At a general meeting called for the purposes of approving a Business Combination
pursuant to this Regulation, in the event that a majority of the Shares voted are voted for the approval of the Business Combination,
the Company shall be authorised to consummate the Business Combination, provided that the Company shall not consummate any Business Combination
unless the Company has net tangible assets of at least US$5,000,001 upon such consummation or any greater net tangible asset or cash requirement
that may be contained in the agreement relating to the Business Combination. |
| 18.5. | Any Member holding Shares issued to persons who are not a Founder, officer of the
Company or Director may, contemporaneously with any vote on a Business Combination, elect to have their Public Shares redeemed for cash
(the “IPO Redemption”), provided that the Member follows the applicable procedures for redemption specified in the applicable
disclosure documents. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against
such proposed Business Combination, a per Share redemption price equal to their pro rata share of the Trust Fund (such redemption price
being referred to herein as the “Redemption Price”). The Redemption Price shall be paid promptly following the consummation
of the relevant Business Combination. If the proposed Business Combination is not approved or completed for any reason then such redemptions
shall be cancelled and share certificates (if any) returned to the relevant Members as appropriate. |
| 18.6. | (A) The Company shall consummate an initial Business Combination on or before July 23, 2023 (the
“Deadline”), which Deadline may be extended by the Company by Resolution of Directors in up to five (5) separate
instances (each, an “Extension”) by an additional one (1) month each, for a total of up to five (5) months (each
period as extended an “Extension Period”) without another shareholder vote, provided that if the Company
exercises the Extension, then the Founders, or their affiliates or designees, shall, upon five (5) days advance notice prior to the
Deadline, deposit into the Trust Fund, US$0.08 per Public Share outstanding (the “Top-up Amount”) on or prior to
the Deadline or the Deadline as extended by any Extension Period validly exercised under this Article 18.6(A). |
(B) If
the Company does not complete its initial Business Combination on or before the earlier of (i) the Deadline, where no Extension is validly
exercised under Article 18.6(A), or (ii) the Deadline, as extended by any Extension Period validly exercised under Article 18.6(A), or
(iii) December 23, 2023 (the “Extended Deadline”), or if any Top-Up Amount is not paid in full by the Founders
as required under Article 18.6(A), the Company shall, as promptly as reasonably possible but not more than five business days thereafter,
redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Fund, including a pro rata portion
of any interest earned, but excluding all expenses paid and reserves for expenses and taxes payable.
| 18.7. | A holder of Public Shares shall be entitled to receive distributions from the Trust
Fund only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to Regulation 18.2(b), or a distribution
of the Trust Fund pursuant to Regulation 18.6. In no other circumstance shall a holder of Public Shares have any right or interest of
any kind in the Trust Fund. |
| 18.8. | After the issue of Public Shares, and prior to the consummation of a Business Combination,
the Directors shall not issue additional Shares or any other Securities that participate in any manner in the Trust Fund or that vote
as a class with Public Shares on any Business Combination. |
| 18.9. | The uninterested independent Directors shall approve any transaction or transactions
between the Company and any of the following parties: |
| (a) | any Member owning an interest in the voting power of the Company that gives such
Member a significant influence over the Company; and |
| (b) | any Director or executive officer of the Company and any affiliate or relative of such Director or executive
officer. |
| 18.10. | A Director may vote in respect of any Business Combination in which such
Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such
interest or conflict to the other Directors. |
| 18.11. | The Audit Committee shall monitor compliance with the terms of the IPO and, if
any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all action necessary to
rectify such non-compliance or otherwise cause compliance with the terms of the IPO. |
| 18.12. | The Company may enter into a Business Combination with a target business that is
affiliated with the Sponsor, the Directors or executive officers of the Company and in such event the Company will obtain an opinion from
an independent investment banking or accounting firm that the Business Combination is fair to the Shareholders from a financial point
of view. |
| 18.13. | The Company will not enter into a Business Combination with a target business that
is a blank check company or a similar company with nominal operations. |
| 19.1. | A director of the Company shall, forthwith after becoming aware of the fact that
he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other Directors. |
| 19.2. | For the purposes of Regulation 19.1, a disclosure to all other Directors to the
effect that a Director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity
or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be
entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction. |
| 19.3. | Subject to any rules or regulations of the Designated Exchange or any laws or regulations
governing companies listed on the Designated Exchange, a Director who is interested in a transaction entered into or to be entered into
by the Company may: |
| (a) | vote on a matter relating to the transaction; |
| (b) | attend a meeting of Directors at which a matter relating to the transaction arises
and be included among the Directors present at the meeting for the purposes of a quorum; and |
| (c) | sign a document on behalf of the Company, or do any other thing in his capacity
as a Director, that relates to the transaction, and, subject to compliance with the Act shall not, by reason of his office be accountable
to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds
of any such interest or benefit. |
| 20.1. | Subject to the limitations hereinafter provided the Company shall indemnify against
all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection
with legal, administrative or investigative proceedings any person who: |
| (a) | is or was a party or is threatened to be made a party to any threatened, pending
or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a
director of the Company; or |
| (b) | is or was, at the request of the Company, serving as a director of, or in any other
capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise. |
| 20.2. | The indemnity in Regulation 20.1 only applies if the person acted honestly and
in good faith with a view to what that person believed were the best interests of the Company and, in the case of criminal proceedings,
the person had no reasonable cause to believe that their conduct was unlawful. |
| 20.3. | The decision of the Directors as to whether the person acted honestly and in good
faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct
was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved. |
| 20.4. | The termination of any proceedings by any judgment, order, settlement, conviction
or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good
faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. |
| 20.5. | The Company may purchase and maintain insurance in relation to any person who is
or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer
or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise,
against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would
have had the power to indemnify the person against the liability as provided in the Articles. |
| 21.1. | The Company shall keep the following documents at the office of its registered agent: |
| (a) | the Memorandum and the Articles; |
| (b) | the Register of Members, or a copy of the Register of Members; |
| (c) | the register of Directors, or a copy of the register of Directors; and |
| (d) | copies of all notices and other documents filed by the Company with the Registrar
of Corporate Affairs in the previous 10 years. |
| 21.2. | If the Company maintains only a single copy of the Register of Members or a copy
of the register of Directors at the office of its registered agent, it shall: |
| (a) | within 15 days of any change in either register, notify the registered agent in writing of the change;
and |
| (b) | provide the registered agent with a written record of the physical address of the
place or places at which the original Register of Members or the original register of Directors is kept. |
| 21.3. | The Company shall keep the following records at the office of its registered agent
or at such other place or places, within or outside the British Virgin Islands, as the Directors may determine: |
| (a) | minutes of meetings and Resolutions of Members and classes of Members; |
| (b) | minutes of meetings and Resolutions of Directors and committees of Directors; and |
| (c) | an impression of the Seal, if any. |
| 21.4. | Where any original records referred to in this Regulation are maintained other
than at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide
the registered agent with the physical address of the new location of the records of the Company within 14 days of the change of location. |
| 21.5. | The records kept by the Company under this Regulation shall be in written form or either wholly or partly
as electronic records. |
| 22.1. | The Company shall maintain at the office of its registered agent a register of charges
in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company: |
| (a) | the date of creation of the charge; |
| (b) | a short description of the liability secured by the charge; |
| (c) | a short description of the property charged; |
| (d) | the name and address of the trustee for the security or, if there is no such trustee, the name and address
of the chargee; |
| (e) | unless the charge is a security to bearer, the name and address of the holder of the charge; and |
| (f) | details of any prohibition or restriction contained in the
instrument creating the charge on the power of the Company to create any future charge ranking in priority to or equally with the charge. |
| 23.1. | The Company may have more than one Seal and references herein to the Seal shall
be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody
of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when
affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorized
from time to time by Resolution of Directors. Such authorization may be before or after the Seal is affixed, may be general or specific
and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any director or
authorized person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as
if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described. |
| 24.1. | The Company shall keep records that are sufficient to show and explain the Company’s
transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. |
| 24.2. | The Company may by Resolution of Members call for the Directors to prepare periodically
and make available a profit and loss account and a balance sheet. The profit and loss account and balance sheet shall be drawn up so as
to give respectively a true and fair view of the profit and loss of the Company for a financial period and a true and fair view of the
assets and liabilities of the Company as at the end of a financial period. |
| 24.3. | The Company may by Resolution of Members call for the accounts to be examined by auditors. |
| 24.4. | The first auditors shall be appointed by Resolution of Directors; subsequent auditors
shall be appointed by a Resolution of Members or a Resolution of Directors. |
| 24.5. | The Directors may establish and maintain an audit committee (the “Audit
Committee”) as a committee of the Directors and shall adopt a formal written Audit Committee charter and review and assess the
adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with
the rules and regulations of the SEC and the Designated Stock Exchange. Once formed, the Audit Committee shall meet at least once every
financial quarter, or more frequently as the circumstances dictate. |
| 24.6. | The auditors may be Members, but no director or other officer
shall be eligible to be an auditor of the Company during their continuance in office. |
| 24.7. | The remuneration of the auditors of the Company: |
| (a) | in the case of auditors appointed by the Directors, may be fixed by Resolution of Directors; and |
| (b) | subject to the foregoing, shall be fixed by Resolution of Members or in such manner
as the Company may by Resolution of Members determine. |
| 24.8. | The auditors shall examine each profit and loss account and balance sheet required
to be laid before a meeting of the Members or otherwise given to Members and shall state in a written report whether or not: |
| (a) | in their opinion the profit and loss account and balance sheet give a true and fair
view respectively of the profit and loss for the period covered by the accounts, and of the assets and liabilities of the Company at the
end of that period; and |
| (b) | all the information and explanations required by the auditors have been obtained. |
| 24.9. | The report of the auditors shall be annexed to the accounts and shall be read at
the meeting of Members at which the accounts are laid before the Company or shall be otherwise given to the Members. |
| 24.10. | Every auditor of the Company shall have a right of access at all times to the
books of account and vouchers of the Company, and shall be entitled to require from the Directors and officers of the Company such
information and explanations as he thinks necessary for the performance of the duties of the auditors. |
| 24.11. | The auditors of the Company shall be entitled to receive notice of, and to
attend any meetings of Members at which the Company’s profit and loss account and balance sheet are to be presented. |
| 25.1. | Each Tax Filing Authorized Person and any such other person, acting alone, as any
Director shall designate from time to time, are authorized to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other
similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in
connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time
by any Director or officer of the Company. The Company further ratifies and approves any such filing made by any Tax Filing Authorized
Person or such other person prior to the date of the Articles. |
| 26.1. | Any notice, information or written statement to be given by the Company to Members
may be given by personal service by mail, facsimile or other similar means of electronic communication, addressed to each Member at the
address shown in the share register. |
| 26.2. | Any summons, notice, order, document, process, information or written statement
to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered
office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company. |
| 26.3. | Service of any summons, notice, order, document, process, information or written
statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written
statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit
to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period
prescribed for service and was correctly addressed and the postage was prepaid. |
| 27.1. | The Company may by a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator. |
| 27.2. | If the Company does not commence its Business Combination on or before the earlier
of (i) the Deadline, where no Extension is validly exercised under Article 18.6(A), or (ii) the Deadline, as extended by any Extension
Period validly exercised under Article 18.6(A), or (iii) the Extended Deadline, such event shall terminate the existence of the
Company and the Company shall appoint a voluntary liquidator to commence the liquidation of the Company. |
We, CONYERS TRUST COMPANY (BVI) LIMITED, registered
agent of the Company, of Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands VG1110 for the purpose
of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association on the
24 May 2019.
|
Incorporator |
|
|
|
CONYERS TRUST COMPANY (BVI) LIMITED |
|
|
|
Per: Andrew Swapp |
|
For and on behalf of |
|
Conyers Trust Company (BVI) Limited |
20
Exhibit 10.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: $32,300 |
Dated as of July 20, 2023 |
Brilliant Acquisition Corporation,
a British Virgin Islands business company (the “Maker”), promises to pay to the order of Nukkleus Inc., a Delaware
corporation (the “Payee”) the principal sum of Thirty-Two Thousand Three Hundred ($32,300) in lawful money of the United
States of America, on the terms and conditions described below. All payments on this Promissory Note (this “Note”)
shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the
Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. | Principal. The principal balance of this Note shall be payable promptly after the date on which
the Maker consummates an initial business combination (a “Business Combination”) with a target business (as described
in the Maker’s initial public offering prospectus dated June 23, 2020 (the “Prospectus”)). The principal balance
may be prepaid at any time. |
2. | Interest. No interest shall accrue on the unpaid principal balance of this Note. |
3. | Non-Convertible; Non-Recourse. This Note shall not be convertible into any securities of Maker,
and Payee shall have no recourse with respect to the Payee’s ability to convert this Note into any securities of Maker. |
4. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. |
5. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five
(5) business days following the date when due. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by,
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing
of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days. |
| (a) | Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance
of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of the Payee. |
7. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any
present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property,
from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ
of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee. |
8. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications
that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
9. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party
may designate by notice in accordance with this Section: |
If to Maker:
Brilliant Acquisition Corporation
99 Dan Ba Road, C-9, Putuo District,
Shanghai, Peoples Republic of China 200062
If to Payee:
Nukkleus Inc.
525 Washington Blvd.
Jersey City, New Jersey 07310
Notice shall be deemed given on the
earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected
on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
10. | Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
11. | Jurisdiction. The courts of the State of New York have exclusive jurisdiction to settle any dispute
arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or
in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
12. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. |
13. | Trust Waiver. The Payee has been provided a copy of the Prospectus. Notwithstanding anything herein
to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to
any amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted
by the Maker and the proceeds of the sale of securities in a private placement that occurred prior to the effectiveness of the IPO, as
described in greater detail in the Prospectus, were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim from the trust account or any distribution therefrom for any reason whatsoever. If Maker does not consummate a Business
Combination, this Note shall be repaid only from amounts remaining outside of the trust account, if any. |
14. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee. |
15. | Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void. |
16. | Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to
be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require
as may be necessary to give full effect to this Note. |
[The rest of this page is
intentionally left blank]
IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed on the day and year first above written.
|
BRILLIANT ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Peng Jiang |
|
Name: |
Peng Jiang |
|
Title: |
Chairman and CEO |
Accepted and Agreed:
NUKKLEUS INC. |
|
|
By: |
/s/ Emil Assentato |
|
Name: |
Emil Assentato |
|
Title: |
President and Chief Executive Officer |
|
[Signature Page to Promissory Note]
4
Exhibit 99.1
Brilliant
Acquisition Corporation Announces Extension of Completion Window to August 23, 2023
July 21, 2023 | Source: Brilliant Acquisition Corporation
New York, July 21, 2023 (GLOBE NEWSWIRE) -- Brilliant
Acquisition Corporation (“Brilliant”) announced today that it has extended the period of time it will have to consummate its
initial business combination by a further one month, or until August 23, 2023. In connection with the extension, Nukkleus, Inc. (“Nukkleus”)
has deposited $32,300 in Brilliant’s trust account, representing $0.08 per public ordinary share of Brilliant currently outstanding,
as additional interest on the proceeds in the trust account. The extension was approved by Brilliant’s shareholders on July 20,
2023. The shareholder approval also permits Brilliant to further extend Brilliant’s initial business combination deadline on a monthly
basis up to a further four months, or until December 23, 2023, upon deposit of an additional $32,300 in the trust account for each month.
The purpose of the extension is to permit sufficient
time for Brilliant to consummate its previously announced proposed business combination with Nukkleus. For a summary of the material terms
of the proposed business combination, please see Brilliant’s Current Report on Form 8-K filed on June 26, 2023 with the U.S. Securities
and Exchange Commission (the “SEC”).
About Brilliant Acquisition Corp.
Brilliant (Nasdaq: BRLI) is a blank check company
organized for the purpose of effecting a merger, share exchange, asset acquisition, or other similar business combination with one or
more businesses or entities.
Additional Information and Where to Find It
This press release relates to a proposed business
combination transaction between Nukkleus and Brilliant pursuant to which Nukkleus will become the parent company of Brilliant upon the
closing of the transactions. In connection with the proposed transaction, Brilliant will file with the SEC a Registration Statement on
Form S-4, including a proxy statement (the “proxy statement”). The definitive proxy statement (if and when available) will
be delivered to Nukkleus’s and Brilliant’s shareholders. Each of Nukkleus and Brilliant may also file other relevant documents
regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NUKKLEUS
AND BRILLIANT ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC
IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free
copies of the proxy statement (if and when available) and other documents that are filed or will be filed with the SEC by Nukkleus or
Brilliant through the website maintained by the SEC at www.sec.gov. Stockholders of Nukkleus will also be able to obtain a copy of the
definitive proxy statement, without charge by directing a request to: Nukkleus, Inc., 525 Washington Boulevard, Jersey City, New Jersey
07310. Shareholders of Brilliant will also be able to obtain a copy of the definitive proxy statement, without charge by directing a request
to: Brilliant Acquisition Corporation, 99 Dan Ba Road, C-9, Putuo District, Shanghai, Peoples Republic of China.
Participants in the Solicitation
Nukkleus and its directors and executive officers
are participants in the solicitation of proxies from the stockholders of Nukkleus in respect of the proposed transaction. Information
about Nukkleus’s directors and executive officers and their ownership of Nukkleus common stock is set forth in Nukkleus’s
Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on April 10, 2023. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction
when they become available. You may obtain free copies of these documents as described in the preceding paragraph.
Brilliant and its directors and executive officers
are participants in the solicitation of proxies from the shareholders of Brilliant in respect of the proposed transaction. Information
about Brilliant’s directors and executive officers and their ownership of Brilliant’s ordinary shares is set forth in Brilliant’s
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 10, 2023. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction
when they become available. You may obtain free copies of these documents as described above.
Forward Looking Statements
This press release includes forward-looking statements
that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements
are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Brilliant expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in Brilliant’s expectations with respect thereto or any change in events, conditions or circumstances on which
any statement is based.
Contact:
Dr. Peng Jiang
Chief Executive Officer
Brilliant Acquisition Corporation
+ (86) 021-80125497
v3.23.2
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