As filed with the U.S. Securities and Exchange Commission on November 2, 2022

Registration No. 333-264334

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________________

 i Amendment No. 4
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________________________

 i NUKKLEUS INC.

(Exact name of registrant as specified in its charter)

_______________________________________

525 Washington Blvd.
Jersey City, New Jersey 07310
212-791-4663
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________________________

Mr. Emil Assentato
Nukkleus Inc.
525 Washington Blvd.
Jersey City, New Jersey 07310
212-791-4663

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________________________

Copies to:

_______________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  i ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 2, 2022

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

On February 22, 2022, Nukkleus Inc., which is referred to as “Nukkleus,” and Brilliant Acquisition Corporation, which is referred to as “Brilliant,” entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the “Merger Agreement,” pursuant to which they agreed to combine their respective businesses. Pursuant to the terms of the Merger Agreement, NB Merger Sub, Inc., a wholly-owned subsidiary of Nukkleus and a party to the Merger Agreement, will merge with and into Brilliant, which transaction is referred to as the Business Combination, with Brilliant surviving the Business Combination as a wholly-owned subsidiary of Nukkleus. Following the Business Combination, Nukkleus and Brilliant will operate as a combined company, which is referred to as the Combined Company, under the name Nukkleus Inc.

As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding ordinary shares with no par value of Brilliant will be cancelled in exchange for the right to receive: (1) in the case of holders of ordinary shares, no par value per share, of Brilliant (“Brilliant Ordinary Shares”), (a) with respect to each Brilliant Ordinary Share held by the SPAC’s sponsor and its affiliates, one newly issued share of Nukkleus Common Stock; and (b) with respect to each other Brilliant Ordinary Share, the sum of (x) one newly issued share of Nukkleus Common Stock, and (y) such number of newly issued shares of Nukkleus Common Stock equal to a pro rata share of a pool of additional shares of Nukkleus Common Stock reserved for issuance to Brilliant shareholders; and (2) in the case of holders of rights to receive one-tenth of one ordinary share of Brilliant per right (“Brilliant Rights”), (a) with respect to each Brilliant Right held by the SPAC’s sponsor or any of its affiliates, 0.1 newly issued shares of Nukkleus Common Stock; and (b) with respect to each other Brilliant Right, the sum of (x) 0.1 shares of newly issued shares of Nukkleus Common Stock, and (y) such number of shares of Nukkleus Common Stock equal to a pro rata share of the Backstop Pool, in each case subject to rounding in accordance with the Merger Agreement (such ratio of the aggregate number of shares of Nukkleus Common Stock issuable to each Brilliant public shareholder, including such shareholder’s share in the Backstop Pool, to the aggregate number of Brilliant Ordinary Shares and Brilliant Rights held by such Brilliant public shareholder, the “SPAC Public Share Exchange Ratio”). Outstanding Brilliant warrants will be assumed by Nukkleus and converted, subject to adjustment pursuant to the terms of the Merger Agreement, into warrants exercisable for newly-issued shares of Nukkleus Common Stock, (a) with respect to each such warrant held by any SPAC Initial Shareholder, one warrant exercisable to receive one share of Nukkleus Common Stock; and (b) with respect to each other such warrant, a number of warrants equal to the SPAC Public Share Exchange Ratio, exercisable to receive one share of Nukkleus Common Stock per warrant. The “Backstop Pool” is a pool of shares of Nukkleus Common Stock intended to equal 20% of the aggregate number of shares of Nukkleus Common Stock that would be issued to the Brilliant public shareholders if no Brilliant shareholder redeemed its shares, with any redemptions allowing non-redeeming Brilliant shareholders to participate in a higher portion of the Backstop Pool, up to a cap of 40% of the shares of Nukkleus Common Stock issuable to such Brilliant shareholder in the Business Combination. Such shares will be issued at the closing of the Business Combination along with the shares of Nukkleus Common Stock otherwise being issued to Brilliant shareholders in exchange for their Brilliant shares in the Business Combination. There will be no separate record date for the issuance of shares from the Backstop Pool and such shares will be issued to Brilliant public shareholders otherwise entitled to receive shares in exchange for their Brilliant shares in the Business Combination in accordance with the foregoing description. The number of shares of Nukkleus Common Stock equal to the Backstop Pool is therefore 20% of the number of public Brilliant shares that were issued and outstanding at the time the Merger Agreement was signed. The Backstop Pool is accordingly defined in the Merger Agreement (as amended) as a pool of shares of Nukkleus Common Stock equal to the lower of (1) 1,012,000 and (2) 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights to receive one-tenth of one Brilliant Ordinary Share, subject to rounding in accordance with the Merger Agreement. The SPAC Public Share Exchange Ratio is a calculated exchange ratio resulting from the issuance of the additional shares comprising the Backstop Pool in the Business Combination. Nukkleus’s board of directors desired to provide an additional incentive to Brilliant public shareholders not to redeem their shares and to participate in the Business Combination and the board determined that the Backstop Pool in such amount, if issued to a third party in backstop arrangement, would be sufficient to retain enough capital to meet Nasdaq listing requirements after the payment of transaction costs, and accordingly was fair and reasonable from a financial point of view to Nukkleus and its stockholders as an amount of shares to be offered as an incentive to Brilliant public stockholders not to redeem their shares and to participate in the Business Combination. The Backstop Pool may not incentivize Brilliant not to redeem their shares and to participate in the Business Combination as intended by Nukkleus’s board of directors in implementing the Backstop Pool.

Nukkleus and Brilliant will each hold special meetings of their respective stockholders in connection with the proposed Business Combination, which are referred to as the Nukkleus Special Meeting and the Brilliant Meeting, respectively.

Nukkleus is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. At the Nukkleus Special Meeting, Nukkleus stockholders will be asked to consider and vote on (1) approval of the issuance of Nukkleus Common Stock in connection with the Merger and the other transactions contemplated by the Merger Agreement, which is referred to as the Nukkleus Share Issuance Proposal, (2) approval of a 26.227 for 1 reverse split of Nukkleus Common Stock (the “Reverse Split”), which is referred to as the Nukkleus Stock Split Proposal, (4) the proposal to adopt the Nukkleus 2022 Incentive Plan, which is referred to as the Nukkleus Incentive Plan Proposal, and (4) the proposal to adjourn the Nukkleus Special Meeting to solicit additional proxies if there are not sufficient votes to approve the Nukkleus Business Combination Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Nukkleus stockholders. The Nukkleus board of directors unanimously recommends that Nukkleus stockholders vote “FOR” each of the proposals to be considered at the Nukkleus Special Meeting.

Brilliant is a blank check company incorporated in the British Virgin Islands as a business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. At the Brilliant Meeting, Brilliant shareholders will be asked to consider and vote on (1) the proposal to adopt the Merger Agreement and the related transactions, which is referred to as the Brilliant Business Combination Proposal, and (2) the proposal to adjourn the Brilliant Meeting to solicit additional proxies if there are not sufficient votes to approve the Brilliant Business Combination Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Brilliant shareholders. The Brilliant board of directors unanimously recommends that Brilliant shareholders vote “FOR” each of the proposals to be considered at the Brilliant Meeting.

It is anticipated that upon completion of the Business Combination, Nukkleus stockholders would own approximately [72]% of the Combined Company, Brilliant’s public shareholders would own approximately [20]% of the Combined Company, the Sponsor, officers, directors and other Initial Shareholders would own approximately [8]% of the Combined Company. The ownership percentage with respect to the Combined Company does not take into account the redemption of any shares by Brilliant’s public shareholders. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by Brilliant’s shareholders in the Combined Company will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The Nukkleus Common Stock is traded on the OTC Pink Sheets under the symbol “NUKK” and the Brilliant Ordinary Shares, Brilliant Rights, and Brilliant Warrants, are traded on Nasdaq under the symbols “BRLI,” “BRLIR,” and “BRLIW” respectively. We intend to file a listing application with Nasdaq to list the common stock of the Combined Company on Nasdaq under the symbol “NUKK”. As of [•], 2022, there was approximately $[•] in Brilliant’s trust account (the “Trust Account”). On [•], 2022, the record date for the Nukkleus Special Meeting and the Brilliant Meeting, the last sale price of Nukkleus Common Stock was $[•] and the last sale price of Brilliant Ordinary Shares was $[•].

Each stockholder’s vote is very important. Whether or not you plan to participate in the Nukkleus Special Meeting and the Brilliant Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the Nukkleus Special Meeting and the Brilliant Meeting. Voting by proxy will not prevent a stockholder from voting at the Nukkleus Special Meeting or the Brilliant Meeting if such stockholder subsequently chooses to participate in the Nukkleus Special Meeting or the Brilliant Meeting.

We encourage you to read this joint proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 32.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [•], 2022, and is first being mailed to stockholders of Nukkleus and shareholders of Brilliant on or about [•], 2022.

NUKKLEUS INC.
525 Washington Boulevard
Jersey City, New Jersey 0731
Telephone: 212-791-4663

NOTICE OF SPECIAL MEETING OF
NUKKLEUS INC. STOCKHOLDERS
To Be Held on [•]

To the Stockholders of Nukkleus, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting stockholders (the “special meeting”) of Nukkleus, Inc., a Delaware corporation (“Nukkleus,” “we,” “our” or “us”), will be held on [•], 2022, at [•] a.m., Eastern time, at [•]. You are cordially invited to attend the special meeting for the following purposes:

Nukkleus Proposal 1: The “Nukkleus Share Issuance Proposal” — to approve the issuance of shares of Nukkleus Common Stock in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of February 22, 2022, (as may be amended from time to time, the “Merger Agreement”), by and Nukkleus and Brilliant Acquisition Corporation, a British Virgin Islands corporation (“Brilliant”), pursuant to which, among other things, (i) shareholders of Brilliant will surrender their ordinary shares of Brilliant and rights to acquire shares of Brilliant in exchange for newly issued shares of Nukkleus Common Stock, and (ii) NB Merger Sub, Inc., a newly formed British Virgin Islands company and wholly owned subsidiary of Nukkleus (“Merger Sub”) will merge with and into Brilliant (the “Merger”), with Brilliant surviving the Merger as a wholly-owned subsidiary of Nukkleus (collectively with the other transactions described in the Merger Agreement, the “Business Combination”).

Nukkleus Proposal 2: The “Nukkleus Stock Split Proposal” — to approve an amendment to the certificate of incorporation of Nukkleus to effect a reverse stock split of Nukkleus Common Stock, at a ratio of 26.227 for one, the form of which is attached as Annex C to this proxy statement/prospectus.

Nukkleus Proposal 3: The “Nukkleus Incentive Plan Proposal” — to approve the Nukkleus 2022 Incentive Plan (the “Incentive Plan”), the form of which is attached as Annex D to this proxy statement/prospectus, which, among other items, reserves a number of shares of Nukkleus Common Stock for grant under the Incentive Plan.

Nukkleus Proposal 4: The “Nukkleus Adjournment Proposal” — to approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Merger and Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, [•], at [•]; banks and brokers may reach [•] at [•].

It is important for you to note that in the event that the Nukkleus Share Issuance Proposal is not approved, Nukkleus will not consummate the Business Combination.

Approval of the Nukkleus Share Issuance Proposal, the Nukkleus Stock Split Proposal, the Nukkleus Incentive Plan Proposal and the Nukkleus Adjournment Proposal each requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the Nukkleus special meeting.

As of [•], 2022, there were 367,175,886 shares of Nukkleus Common Stock issued and outstanding and entitled to vote. Only Nukkleus stockholders of record who hold shares of Nukkleus Common Stock as of the close of business on [•], 2022 are entitled to vote at the Nukkleus special meeting or any adjournment of the Nukkleus special meeting. This joint proxy statement/prospectus is first being mailed to holders of Nukkleus Common Stock on or about [•], 2022.

The accompanying joint proxy statement/prospectus provides you with important information about the stockholder meetings, the Business Combination, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” beginning on page 32 for a discussion of risks relevant to the Business Combination.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Nukkleus special meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Nukkleus special meeting no later than the time appointed for the Nukkleus special meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of Nukkleus Common Stock online if you subsequently choose to participate in the virtual Nukkleus special meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Nukkleus special meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Nukkleus special meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Nukkleus special meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Nukkleus special meeting.

You may revoke a proxy at any time before it is voted at the Nukkleus special meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual Nukkleus special meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to [PROXY SOLICITOR], that is received by the proxy solicitor before we take the vote at the Nukkleus special meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Nukkleus’s board of directors recommends that holders of Nukkleus Common Stock vote “FOR” approval of each of the Business Combination Proposal, the Stock Split Proposal and the Adjournment Proposal.    When you consider Nukkleus’s Board of Director’s recommendation of these proposals, you should keep in mind that Nukkleus’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a Nukkleus stockholder. See the section titled Nukkleus Proposal 1 — Interests of Certain Persons in the Business Combination.”

On behalf of Nukkleus’s Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

BRILLIANT ACQUISITION CORPORATION
99 Dan Ba Road, C-9, Putuo District
Shanghai, Peoples Republic of China
Telephone: (86) 021-80125497

NOTICE OF SPECIAL MEETING OF
BRILLIANT ACQUISITION CORPORATION STOCKHOLDERS
To Be Held on [•]

To Brilliant Acquisition Corporation Shareholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the shareholders of Brilliant Acquisition Corporation, a British Virgin Islands business company (“Brilliant”), which will be held at [•] [•].m., Eastern time, on [•], 2022, at [•] (the “Brilliant Meeting”). In light of COVID-19 we will hold the Meeting virtually. You can participate in the Brilliant Meeting as described in “The Brilliant Meeting.”

During the Brilliant Meeting, Brilliant’s shareholders will be asked to consider and vote upon the following proposals, which we refer to herein as the “Brilliant Proposals”:

•        To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of February 22, 2022 (as amended and supplemented to date, the “Merger Agreement”), by and between Nukkleus Inc, a Delaware Corporation (“Nukkleus”) and Brilliant, and the transactions contemplated thereby (the “Business Combination”), a copy of which is attached to this joint proxy statement/prospectus as Annex A. This Proposal is referred to as the “Brilliant Business Combination Proposal” or “Brilliant Proposal 1.”

•        To consider and vote upon a proposal to approve the adjournment of the Brilliant Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Brilliant Business Combination Proposal, in the event Brilliant does not receive the requisite stockholder vote to approve the Proposal. This Proposal is called the “Brilliant Adjournment Proposal” or “Brilliant Proposal 2.”

It is important for you to note that in the event that the Brilliant Business Combination Proposal is not approved, Brilliant will not consummate the Business Combination. If Brilliant does not consummate the Business Combination and fails to complete an initial business combination by November 23, 2022, Brilliant will be required to dissolve and liquidate, unless we seek shareholder approval to amend Brilliant’s memorandum and articles of association to extend the date by which the Business Combination may be consummated.

Approval of the Brilliant Business Combination Proposal and the Brilliant Adjournment Proposal each requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Brilliant Meeting.

As of [•], 2022, there were [•] Brilliant Ordinary Shares issued and outstanding and entitled to vote. Only Brilliant shareholders of record who hold Ordinary Shares as of the close of business on [•], 2022 are entitled to vote at the Brilliant Meeting or any adjournment of the Brilliant Meeting. This joint proxy statement/prospectus is first being mailed to Brilliant shareholders on or about [•], 2022.

This joint proxy statement/prospectus provides you with important information about the stockholder meetings, the Business Combination, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” beginning on page 32 for a discussion of risks relevant to the Business Combination.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the Brilliant Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Brilliant Meeting no later than the time appointed for the Brilliant Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your Brilliant Ordinary Shares online if you subsequently choose to participate in the Brilliant Meeting. Please note, however, that if your shares are held of record

by a broker, bank or other agent and you wish to vote at the Brilliant Meeting, you must obtain a proxy issued in your name from that record. Only stockholders of record at the close of business on the record date may vote at the Brilliant Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the Brilliant Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Brilliant Meeting.

You may revoke a proxy at any time before it is voted at the Brilliant Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Brilliant Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to [PROXY SOLICITOR], that is received by the proxy solicitor before we take the vote at the Brilliant Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

Brilliant’s board of directors recommends that Brilliant shareholders vote “FOR” approval of each of the Proposals. When you consider Brilliant’s Board of Director’s recommendation of these Proposals, you should keep in mind that Brilliant’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Brilliant Proposal 1 — The Brilliant Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

On behalf of Brilliant’s Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU: HOLD BRILLIANT ORDINARY SHARES, OR (B) HOLD BRILLIANT ORDINARY SHARES THROUGH PUBLIC UNITS AND YOU ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING BRILLIANT ORDINARY SHARES, PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE BRILLIANT ORDINARY SHARES; AND (II) PRIOR TO [•] P.M., EASTERN TIME, ON [•], 2022, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL THAT BRILLIANT REDEEM YOUR BRILLIANT ORDINARY SHARES FOR CASH AND (B) DELIVER YOUR BRILLIANT ORDINARY SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC BRILLIANT ORDINARY SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE BRILLIANT MEETING — REDEMPTION RIGHTS” IN THIS JOINT PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Nukkleus and Brilliant with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor:

If you would like to request documents, please do so no later than [•], to receive them before the Nukkleus Special Meeting and the Brilliant Meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about Nukkleus and Brilliant.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Nukkleus, constitutes a prospectus of Nukkleus under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Nukkleus Common Stock to be issued to Brilliant’s shareholders under the Merger Agreement. This document also constitutes a joint proxy statement of Nukkleus and Brilliant under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the Nukkleus Special Meeting and a notice of meeting with respect to the Brilliant Meeting.

You should rely only on the information contained in this joint proxy statement/prospectus in deciding how to vote on the Business Combination. Neither Nukkleus nor Brilliant has authorized anyone to give any information or to make any representations other than those contained in this joint proxy statement/prospectus. Do not rely upon any information or representations made outside of this joint proxy statement/prospectus. The information contained in this joint proxy statement/prospectus may change after the date of this joint proxy statement/prospectus. Do not assume after the date of this joint proxy statement/prospectus that the information contained in this joint proxy statement/prospectus is still correct.

Information contained in this joint proxy statement/prospectus regarding Nukkleus and its business, operations, management and other matters has been provided by Nukkleus and information contained in this joint proxy statement/prospectus regarding Brilliant and its business, operations, management and other matters has been provided by Brilliant.

This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All references in this joint proxy statement/prospectus to “Nukkleus” refer to Nukkleus Inc., a Delaware corporation; all references to “Merger Sub” refer to NB Merger Sub, Inc., a British Virgin Islands business company and wholly-owned subsidiary of Nukkleus formed for the purpose of effecting the Business Combination as described in this joint proxy statement/prospectus. All references in this joint proxy statement/prospectus to “Brilliant” refer to Brilliant Acquisition Corporation, a British Virgin Islands business company. All references in this joint proxy statement/prospectus to the “Combined Company” refer to Nukkleus immediately following completion of the Business Combination and the other transactions contemplated by the Merger Agreement. All references in this joint proxy statement/prospectus to “Common Stock” refer to the Common Stock, par value $0.0001 per share, of Nukkleus, and all references in this joint proxy statement/prospectus to “Brilliant Ordinary Shares” refer to the ordinary shares, no par value, of Brilliant.

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third-party sources and Nukkleus’s and Brilliant’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this joint proxy statement/prospectus, we have not independently verified the market and industry data contained in this joint proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this joint proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of Nukkleus and/or Brilliant and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this joint proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nukkleus” and “Business of Nukkleus.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Nukkleus and Brilliant as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Nukkleus and Brilliant and the following:

•        the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Nukkleus or the expected benefits of the Business Combination, if not obtained;

•        the failure to realize the anticipated benefits of the Business Combination;

•        matters discovered by the parties as they complete their respective due diligence investigation of the other parties;

•        the ability of Brilliant prior to the Business Combination, and the Combined Company following the Business Combination, to maintain the listing of the Combined Company’s securities on Nasdaq;

•        costs related to the Business Combination;

•        the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the definitive merger agreement by the stockholders of Nukkleus and of Brilliant, the satisfaction of the minimum cash requirements of the definitive merger agreement following any redemptions by Brilliant’s public shareholders;

•        the risk that the Business Combination may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline;

•        the outcome of any legal proceedings that may be instituted against Nukkleus or Brilliant related to the Business Combination;

•        the attraction and retention of qualified directors, officers, employees and key personnel of Nukkleus and Brilliant prior to the Business Combination, and the Combined Company following the Business Combination;

•        the ability of Nukkleus to compete effectively in a highly competitive market;

•        the ability to protect and enhance Nukkleus’s corporate reputation and brand;

•        the impact from future regulatory, judicial, and legislative changes in Nukkleus’s industry;

•        the uncertain effects of the COVID-19 pandemic;

•        competition from larger technology companies that have greater resources, technology, relationships and/or expertise;

•        future financial performance of the Combined Company following the Business Combination;

•        the ability of Nukkleus to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

•        the ability of Nukkleus to generate sufficient revenue from each of its revenue streams;

•        product sales and/or services;

•        Nukkleus’s ability to execute its business plans and strategy; and

•        those factors set forth in documents of Nukkleus and Brilliant filed, or to be filed, with the SEC.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Nukkleus and Brilliant prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this joint proxy statement/prospectus and attributable to Nukkleus, Brilliant or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus. Except to the extent required by applicable law or regulation, Nukkleus and Brilliant undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a stockholder of Nukkleus or a stockholder of Brilliant, may have regarding the Proposals being considered at the special meetings of each company’s stockholders. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the special meetings. Additional important information is also contained in the annexes to and the documents incorporated by reference into this joint proxy statement/prospectus.

Q:     What is the purpose of this document?

A:     Nukkleus and Brilliant, have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this joint proxy statement/prospectus as Annex A, and is incorporated into this joint proxy statement/prospectus by reference.

In order to complete the Business Combination, among other things:

•        Nukkleus stockholders must approve the issuance of shares of Nukkleus Common Stock in connection with the Business Combination, in accordance with Delaware General Corporation Law, referred to as the DGCL, which proposal is referred to as the “Nukkleus Share Issuance Proposal”;

•        Nukkleus stockholders must approve a 26.227 for 1 reverse split of its Common Stock (the “Reverse Split”) in accordance with the DGCL, which proposal is referred to as the “Nukkleus Stock Split Proposal”;

•        Nukkleus stockholders must approve the adoption of the Nukkleus 2022 Incentive Plan, which proposal is referred to as the “Nukkleus Incentive Plan Proposal”; and

•        Brilliant shareholders must approve the Business Combination as set out in the Merger Agreement and related transactions, which proposal is referred to as the “Brilliant Business Combination Proposal.”

Nukkleus is holding a special meeting of its stockholders, which is referred to as the “Nukkleus Special Meeting”, to obtain approval of the Nukkleus Business Combination Proposal. Nukkleus stockholders will also be asked to approve the proposal to adjourn the Nukkleus Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Nukkleus Special Meeting to approve the Nukkleus Share Issuance Proposal, the Nukkleus Stock Split Proposal or the Nukkleus Incentive Plan Proposal, or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Nukkleus stockholders, which is referred to as the “Nukkleus Adjournment Proposal”.

Brilliant is holding a meeting of its shareholders, which is referred to as the “Brilliant Meeting”, to obtain approval of the Brilliant Business Combination Proposal. Brilliant shareholders will also be asked to approve the proposal to adjourn the Brilliant Meeting to solicit additional proxies if there are not sufficient votes at the time of the Brilliant Meeting to approve the Brilliant Business Combination Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Brilliant shareholders, which is referred to as the “Brilliant Adjournment Proposal”.

Your vote is very important.

Q:     What is being voted on?

A:     Below are the proposals that the Nukkleus stockholders are being asked to vote on:

•        Nukkleus Proposal 1 — The Nukkleus Share Issuance Proposal to approve the issuance of shares of Nukkleus Common Stock in connection with the Business Combination.

•        Nukkleus Proposal 2 — The Nukkleus Stock Split Proposal to approve the Reverse Stock Split.

•        Nukkleus Proposal 3 — The Nukkleus Adjournment Proposal to approve the adjournment of the Nukkleus Special Meeting.

Below are the proposals that the Brilliant shareholders are being asked to vote on:

•        Brilliant Proposal 1 — The Brilliant Business Combination Proposal to approve the Business Combination as set out in the Merger Agreement.

•        Brilliant Proposal 2 — The Brilliant Adjournment Proposal to approve the adjournment of the Brilliant Meeting.

Q:     What vote is required to approve the proposals?

A:     Nukkleus Proposal 1 — The Nukkleus Share Issuance Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Nukkleus Common Stock present or represented by proxy and entitled to vote at the Nukkleus Special Meeting. An abstention will have the effect of a vote “AGAINST” Nukkleus Proposal 1. Broker non-votes will have no effect on the vote for Nukkleus Proposal 1.

Nukkleus Proposal 2 — The Nukkleus Stock Split Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Nukkleus Common Stock present in person or represented by proxy and entitled to vote at the Nukkleus Special Meeting. Abstentions will have the effect of a vote “AGAINST” Nukkleus Proposal 2. Broker-non votes have no effect on the vote for Nukkleus Proposal 2.

Nukkleus Proposal 3 — The Nukkleus Incentive Plan Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Nukkleus Common Stock present in person or represented by proxy and entitled to vote at the Nukkleus Special Meeting. Abstentions will have the effect of a vote “AGAINST” Nukkleus Proposal 3. Broker-non votes have no effect on the vote for Nukkleus Proposal 3.

Nukkleus Proposal 4 — The Nukkleus Adjournment Proposal requires the affirmative vote of the majority of the issued and outstanding shares of Nukkleus Common Stock present in person or represented by proxy and entitled to vote at the Nukkleus Special Meeting. Abstentions will have the effect of a vote “AGAINST” Nukkleus Proposal 4. Broker-non votes have no effect on the vote for Nukkleus Proposal 4.

Brilliant Proposal 1 — The Brilliant Business Combination Proposal requires the affirmative vote of the majority of votes cast at the Brilliant Meeting. Abstentions and broker non-votes will have no effect on the vote for Brilliant Proposal 1.

Brilliant Proposal 2 — The Brilliant Adjournment Proposal requires the affirmative vote of the majority of votes cast at the Brilliant Meeting. Abstentions and broker non-votes will have no effect on the vote for Brilliant Proposal 2.

Q:     Does my vote matter?

A:     Yes, your vote is very important. The Business Combination cannot be completed unless the share issuance pursuant to the Merger Agreement and related transactions are approved and adopted by Nukkleus stockholders and the Merger Agreement and related transactions are approved and adopted by Brilliant shareholders.

The Nukkleus board of directors unanimously recommends that you vote “FOR” the Nukkleus Business Combination Proposal, “FOR” the Nukkleus Stock Split Proposal, and “FOR” the Nukkleus Adjournment Proposal.

For Brilliant shareholders, if you do not return or submit your proxy or vote at the Brilliant Meeting stockholder meeting as provided in this joint proxy statement/prospectus, assuming a quorum is present, there will be no effect on the Brilliant Business Combination Proposal. The Brilliant board of directors unanimously recommends that you vote “FOR” the Brilliant Business Combination Proposal and “FOR” the Brilliant Adjournment Proposal.

Q:     What will happen in the Business Combination?

A:     At the closing of the Business Combination, Merger Sub will merge with and into Brilliant, with Brilliant surviving such merger as the surviving entity, as a wholly owned subsidiary of Nukkleus. In connection with the Business Combination, the cash held in Brilliant’s Trust Account after giving effect to any redemption of shares by Brilliant’s public shareholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

Q:     How will Brilliant’s Initial Shareholders vote?

A:     Pursuant to a letter agreement, Brilliant’s Initial Shareholders agreed to vote their respective Brilliant Ordinary Shares acquired by them either prior to or after the IPO in favor of the Business Combination Proposal and related proposals (“Letter Agreement”). As of [•], 2022, a total of [•] Brilliant Ordinary Shares or approximately [•]% of the outstanding shares were subject to the Letter Agreement. Brilliant will consummate the Business Combination only if a majority of the outstanding Brilliant Ordinary Shares voted are voted in favor of the Business Combination.

Q:     What is the consideration being paid to Brilliant shareholders?

A:     Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the consideration to be delivered to Brilliant security holders in connection with the Business Combination will consist of newly issued shares of Nukkleus Common Stock.

The consideration to be delivered to Brilliant security holders, in exchange for their shares in Brilliant and rights to acquire shares in Brilliant shall equal: (1) in the case of holders of ordinary shares, no par value per share, of Brilliant (“Brilliant Ordinary Shares”), (a) with respect to each Brilliant Ordinary Share held by the SPAC’s sponsor and its affiliates, one newly issued share of Nukkleus Common Stock; and (b) with respect to each Brilliant Ordinary Share, the sum of (x) one newly issued share of Nukkleus Common Stock, and (y) such number of newly issued shares of Nukkleus Common Stock equal to a pro rata share of a pool of additional shares of Nukkleus Common Stock reserved for issuance to Brilliant shareholders; and (2) in the case of holders of rights to receive one-tenth of one Ordinary Share of Brilliant per right (“Brilliant Rights”), (a) with respect to each such right held by the SPAC’s sponsor or any of its affiliates, 0.1 newly issued shares of Nukkleus Common Stock; and (b) with respect to each other such right, the sum of (x) 0.1 shares of newly issued shares of Nukkleus Common Stock, and (y) such number of shares of Nukkleus Common Stock equal to a pro rata share of the Backstop Pool, in each case subject to rounding in accordance with the Merger Agreement. Outstanding Brilliant warrants will be assumed by Nukkleus and converted, subject to adjustment pursuant to the terms of the Merger Agreement, into warrants exercisable for newly-issued shares of Nukkleus Common Stock, (a) with respect to each such warrant held by any SPAC Initial Shareholder, one warrant exercisable to receive one share of Nukkleus Common Stock; and (b) with respect to each other such warrant, a number of warrants equal to the SPAC Public Share Exchange Ratio, exercisable to receive one share of Nukkleus Common Stock per warrant. The “Backstop Pool” shall mean a pool of shares of Nukkleus Common Stock equal to the lower of (1) 1,012,000 and (2) 40% of the aggregate number of Brilliant Ordinary Shares and rights to receive one-tenth of one Brilliant Ordinary Share, subject to rounding in accordance with the Merger Agreement.

Q:     Did Brilliant’s board of directors obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes, Brilliant’s board of directors obtained a fairness opinion from The Benchmark Company, LLC (“Benchmark”) in connection with its determination to proceed with the Business Combination and recommendation of the Business Combination to the shareholders. See “Brilliant Proposal 1 — The Business Combination Proposal — Opinion of Brilliant’s Financial Advisor” and the opinion (as described below) attached to the joint proxy statement/prospectus as Annex B.

Q:     Do any of Nukkleus’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Nukkleus board of directors to approve the Merger Agreement, Nukkleus stockholders should be aware that certain Nukkleus executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of Nukkleus stockholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Nukkleus Proposal 1 — Interests of Certain Persons in the Business Combination” beginning on page 88”.

Q:     Do any of Brilliant’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of the Brilliant board of directors to approve the Merger Agreement, Brilliant shareholders should be aware that certain Brilliant executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of Brilliant shareholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section entitled “Brilliant Proposal 1 — The Brilliant Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 132.

Q:     When and where is the Nukkleus Special Meeting?

A:     The Nukkleus Special Meeting will take place at [•], on [•], 2022, at [•] a.m.

Q:     When and where is the Brilliant Meeting?

A:     The Brilliant Meeting will take place at [•], on [•], 2022, at [•] a.m.

Q:     Who may vote at the Nukkleus Special Meeting?

A:     Only holders of record of Nukkleus Common Stock as of the close of business on [•], 2022, may vote at the Nukkleus Special Meeting. As of [•], there were [•] shares of Nukkleus Common Stock outstanding and entitled to vote. Please see “The Nukkleus Special Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     Who may vote at the Brilliant Meeting?

A:     Only holders of record of Brilliant Ordinary Shares as of the close of business on [•], 2022, may vote at the Brilliant Meeting. As of [•], there were [•] Brilliant Ordinary Shares outstanding and entitled to vote. Please see “The Brilliant Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Nukkleus Special Meeting?

A:     Stockholders representing a majority of the shares of Nukkleus Common Stock issued and outstanding as of Nukkleus’s record date and entitled to vote at the Nukkleus Special Meeting must be present in person or represented by proxy in order to hold the Nukkleus Special Meeting and conduct business. This is called a quorum. Shares of Nukkleus Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting may adjourn the meeting until a quorum is present.

Q:     What is the quorum requirement for the Brilliant Meeting?

A:     Shareholders representing not less than 30% of the votes of the Brilliant Ordinary Shares entitled to vote on the Brilliant Proposals to be considered at the Brilliant Meeting must be present in person or represented by proxy in order to hold the Brilliant Meeting and conduct business. This is called a quorum. The Brilliant Ordinary Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, the Brilliant Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What is a proxy?

A:     A proxy is a stockholder’s legal designation of another person, which is referred to as a proxy, to vote such holder’s shares at a stockholder meeting. The document used to designate a proxy to vote your shares of Nukkleus Common Stock or Brilliant Ordinary Shares, as applicable, is referred to as a proxy card.

Q:     How many votes do I and others have for the Nukkleus Special Meeting?

A:     You are entitled to one vote for each share of Nukkleus Common Stock that you held as of Nukkleus’s record date. As of the close of business on Nukkleus’s record date, there were [367,175,886] outstanding shares of Nukkleus Common Stock.

Q:     How many votes do I and others have for the Brilliant Meeting?

A:     You are entitled to one vote for each Brilliant Ordinary Share that you held as of Brilliant’s record date. As of the close of business on Brilliant’s record date, there were [•] outstanding Brilliant Ordinary Shares.

Q:     Am I required to vote against the Brilliant Business Combination Proposal in order to have my public Ordinary Shares redeemed?

A:     No. Holders of Brilliant Ordinary Shares are not required to vote against the Brilliant Business Combination Proposal in order to have the right to demand that Brilliant redeem your public Brilliant Ordinary Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of public Brilliant Ordinary Shares for cash are sometimes referred to herein as “redemption rights”. Holders of public Brilliant Ordinary Shares are able to retain any Brilliant Warrants and Brilliant Rights held by the holder regardless of whether they redeem their Brilliant Ordinary Shares and regardless of how or whether they vote in the Business Combination. As of [•], 2022, the closing price of Brilliant Warrants on the Nasdaq Stock Market was $[•], and the closing price of Brilliant Rights on the Nasdaq Stock Market was $[•]. If the Business Combination is not completed, holders of public Brilliant Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their public Brilliant Ordinary Shares will be returned to them.

Q:     Where will the Common Stock of the Combined Company that I receive in the Business Combination be publicly traded?

A:     Nukkleus and Brilliant intend that the shares of the Combined Company’s common stock to be issued in the Business Combination will be listed for trading on the Nasdaq under the ticker symbol “NUKK.”

Q:     Brilliant and Nukkleus may enter into a PIPE transaction in connection with the Business Combination. What are the material differences, if any, in the terms and price of securities issued at the time of Brilliant’s IPO as compared to the private placements contemplated at the time of the Business Combination? Will the Sponsor or any of its directors, officers or affiliates invest in a PIPE investment?

A:     Although the terms are not yet determined, as set forth in the Merger Agreement, Brilliant and Nukkleus may enter into subscription agreements with certain investors pursuant to which such investors would commit to purchase securities of the Combined Company in a private placement or other financing to be consummated simultaneously with the Closing (the “PIPE Investment”). The Brilliant Units purchased by public investors in Brilliant’s IPO were purchased at a price of $10.00 per Brilliant Unit. The Brilliant Units issued at the time of Brilliant’s IPO consisted of one Brilliant Ordinary Share, one Brilliant Right and one Brilliant Warrant. Each Brilliant Right entitles the holder to one-tenth of one Brilliant Ordinary Share upon consummation of a business combination. Each Brilliant Warrant entitles the holder to purchase one Brilliant Ordinary Share at an exercise price of $11.50 per share. Although the terms are not yet determined, Brilliant and Nukkleus may enter into subscription agreements in a PIPE Investment. Similar private placements at the time of business combinations involving SPACs typically contemplate the sale of one share of common stock at $10.00 per share. If Brilliant and Nukkleus enter into such arrangements, investors would pay the same price per security as investors in Brilliant’s IPO, but would not receive the additional warrant and right that investors in Brilliant’s IPO have received.

Brilliant’s Sponsors and its directors, officers and its affiliates do not intend to invest in the PIPE Investment.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your Brilliant Ordinary Shares redeemed, you must (i) demand, no later than [•] p.m., Eastern Time on [•], 2022 (at least two business days before the Brilliant Meeting), that Brilliant redeem your shares into cash; and (ii) submit your request in writing to [_______], at

the address listed at the end of this section and deliver your shares to [_______] physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two business days before the Brilliant Meeting.

Any corrected or changed written demand of redemption rights must be received by [_______] two business days before the Brilliant Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to [_______] at least two business days before the Brilliant Meeting.

Brilliant shareholders may seek to have their public Brilliant Ordinary Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of public Brilliant Ordinary Shares as of the Record Date. Any public stockholder who holds Brilliant Ordinary Shares on or before [•], 2022 (two business days before the Brilliant Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

The actual per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable), divided by the number of Brilliant Ordinary Shares underlying the Brilliant Units sold in the IPO. Please see the section titled “The Brilliant Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Brilliant Ordinary Shares for cash.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder elects to redeem its Brilliant Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the Brilliant Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether Brilliant would be characterized as a passive foreign investment company (“PFIC”). If the redemption qualifies as a sale or exchange of the Brilliant Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Brilliant Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Brilliant Ordinary Shares redeemed exceeds one year.

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the Brilliant Ordinary Shares may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Holders Exercising Redemption Rights with Respect to Brilliant Ordinary Shares” and “Material U.S. Federal Income Tax Consequences — U.S. Holders — Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Brilliant Ordinary Shares for cash, including with respect to Brilliant’s potential PFIC status and certain tax implications thereof.

Q:     Will holders of Brilliant Ordinary Shares, Brilliant Rights or Brilliant Warrants be subject to U.S. federal income tax on the Nukkleus Common Stock or Nukkleus warrants received in the Merger?

A:     The U.S. federal income tax consequences of the Merger to U.S. Holders of Brilliant securities will depend, in part, on whether the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code (a “reorganization”). There are significant factual and legal uncertainties as to whether the Merger qualifies as a reorganization, and therefore the tax treatment of the Merger is inherently uncertain.

The Merger will more likely than not fail to qualify as a reorganization, in which case the Merger is likely to be a fully taxable transaction. Subject to the application of the PFIC rules, in the event the Merger is a taxable transaction, a U.S. Holder would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Nukkleus securities received in the Merger, over such U.S. Holder’s aggregate tax basis in the Brilliant securities surrendered by such U.S. Holder in the Merger.

However, it is possible that a tax return preparer could reach the position that there is reasonable basis or a higher level of comfort that the Merger may qualify as a reorganization, and it is our intent to take such position. If the Merger does qualify as a reorganization, and subject to the application of the PFIC rules, a U.S. Holder would not recognize gain or loss on the exchange of Brilliant Ordinary Shares, Brilliant Rights, or Brilliant Warrants for Nukkleus Common Stock or Nukkleus warrants pursuant to the Merger.

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. See “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Considerations for the Merger” and “Material U.S. Federal Income Tax Consequences — U.S. Holders — Passive Foreign Investment Company Status” for a more detailed discussion of the U.S. federal income tax consequences of the Merger to U.S. Holders of Brilliant securities.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     What if I hold shares in both Nukkleus and Brilliant?

A:     If you are both a Nukkleus stockholder and a Brilliant shareholder, you will receive two separate packages of proxy materials. A vote cast as a Nukkleus stockholder will not count as a vote cast as a Brilliant shareholder, and a vote cast as a Brilliant shareholder will not count as a vote cast as a Nukkleus stockholder. Therefore, please submit separate proxies for your shares of Nukkleus Common Stock and your Brilliant Ordinary Shares.

Q:     How can I vote?

A:     If you are a shareholder of record, you may vote online at the virtual Nukkleus Special Meeting or the Brilliant Meeting, as applicable, or vote by proxy using the enclosed proxy card, the internet or telephone. Whether or not you plan to participate in the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Nukkleus Special Meeting or the Brilliant Meeting, as applicable, and vote online, if you choose.

To vote online at the virtual Nukkleus Special Meeting or the Brilliant Meeting, as applicable, follow the instructions below under “How may I participate in the virtual Special Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the internet, please go to [•] or [•], as applicable, and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

Even if you plan to attend the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, Nukkleus and Brilliant recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective stockholder meeting.

Additional information on attending the meetings can be found under the section entitled “The Nukkleus Special Meeting” beginning on page 81 and under the section entitled “The Brilliant Meeting” beginning on page 103.

Q:     How may I participate in the Special Meeting?

A.     If you are a stockholder of record as of the record date for the Nukkleus Special Meeting, you should receive a proxy card from [__], containing instructions on how to attend the virtual Nukkleus Special Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact [__] at [•]-[•]-[•] or email [•].]

You can pre-register to attend the virtual Nukkleus Special Meeting starting on [•], 2022. Go to http://[•], enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote [or enter questions in the chat box]. At the start of the Nukkleus Special Meeting you will need to re-log into http://[•] using your control number.

If your shares are held in street name, and you would like to join and not vote, [_______] will issue you a guest control number. Either way, you must contact [_______] for specific instructions on how to receive the control number. Please allow up to [48] hours prior to the Nukkleus Special Meeting for processing your control number.

If you are a shareholder of record as of the Record Date for the Brilliant Meeting, you should receive a proxy card from [_______], containing instructions on how to attend the Brilliant Meeting including the URL address and phone number, along with your control number. You will need your control number for access. If you do not have your control number, contact [_______] at [•]-[•]-[•] or email [_____].

You can pre-register to attend the Brilliant Meeting starting on [•], 2022. Go to http://[•], enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote [or enter questions in the chat box]. At the start of the Brilliant Meeting you will need to re-log into http://[•] using your control number.

If your shares are held in street name, and you would like to join and not vote, [_______] will issue you a guest control number. Either way, you must contact [_______] for specific instructions on how to receive the control number. Please allow up to [48] hours prior to the Brilliant Meeting for processing your control number.

Q:     Who can help answer any other questions I might have about the respective virtual special meetings?

A.     If you have any questions concerning the virtual Nukkleus Special Meeting (including accessing the meeting by virtual means) or need help voting your shares of Nukkleus Common Stock, please contact [_______] at [•]-[•]-[•] or email [•].]

The Notice of Nukkleus Special Meeting, joint proxy statement/prospectus and form of proxy card are available at: [•].

If you have any questions concerning the Brilliant Meeting (including accessing the meeting by virtual means) or need help voting your shares of Brilliant Ordinary Shares, please contact [_______] at [•]-[•]-[•] or email [•].

The Notice of Brilliant Meeting, joint proxy statement/prospectus and form of proxy card are available at: [•].

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

Each of the Proposals to be presented at the Nukkleus Special Meeting and the Brilliant Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Proposals. A broker non-vote would have no effect on the Nukkleus Business Combination Proposal or the Brilliant Business Combination Proposal.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Nukkleus will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Nukkleus Special Meeting. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Brilliant will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Brilliant Meeting. An abstention on the Brilliant Business Combination Proposal will have no effect on the Brilliant Adjournment Proposal.

Q:     If I am not going to attend the special meeting, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the special meeting virtually or not, please read the enclosed joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     How can I submit a proxy?

A:     If you are a Nukkleus stockholder, you may submit a proxy by (a) visiting [•] and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free [•] in the U.S. or [•] from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

If you are a Brilliant shareholder, you may submit a proxy by (a) visiting [•] and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free [•] in the U.S. or [•] from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

Q:     If a stockholder gives a proxy, how are the shares of Nukkleus Common Stock or Brilliant Ordinary Shares voted?

A:     Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Nukkleus Common Stock or Brilliant Ordinary Shares, as applicable, in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Nukkleus Common Stock or Brilliant Ordinary Shares, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the respective special meeting.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Nukkleus Special Meeting or the Brilliant Meeting, as applicable. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Nukkleus Special Meeting or the Brilliant Meeting, as applicable, in person and casting your vote or by voting again by the telephone or Internet voting options described below, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Nukkleus Special Meeting or the Brilliant Meeting, as applicable. If you hold your shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Unless revoked, a proxy will be voted at the virtual Nukkleus Special Meeting or the Brilliant Meeting, as applicable, in accordance with the stockholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares represented by your proxy will be voted in favor of each Proposal. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

Q:     Where can I find the voting results of the special meetings?

A:     The preliminary voting results for each special meeting will be announced at that meeting. In addition, within four business days following certification of the final voting results, each of Nukkleus and Brilliant intends to file the final voting results of its respective special meeting with the SEC on a Current Report on Form 8-K.

Q:     Should I send in my share certificates now to have my Brilliant Ordinary Shares redeemed?

A:     Brilliant shareholders who intend to have their public Brilliant Ordinary Shares redeemed should send their certificates to Continental at least two business days before the Brilliant Meeting. Please see “The Brilliant Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Brilliant Ordinary Shares for cash.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the special meeting?

A:     Nukkleus will pay the cost of soliciting proxies for the Nukkleus Special Meeting. Nukkleus has engaged [PROXY SOLICITOR] to assist in the solicitation of proxies for the Nukkleus Special Meeting. Nukkleus has agreed to pay [PROXY SOLICITOR] a fee of $[ ], plus disbursements, and will reimburse [PROXY SOLICITOR] for its reasonable out-of-pocket expenses and indemnify [PROXY SOLICITOR] and its affiliates against certain claims, liabilities, losses, damages, and expenses. Nukkleus will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Nukkleus Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Nukkleus Common Stock and in obtaining voting instructions from those owners. Nukkleus’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Brilliant will pay the cost of soliciting proxies for the Brilliant Meeting. Brilliant has engaged [PROXY SOLICITOR] to assist in the solicitation of proxies for the Brilliant Meeting. Brilliant has agreed to pay [PROXY SOLICITOR] a fee of $[•], plus disbursements, and will reimburse [PROXY SOLICITOR] for its reasonable out-of-pocket expenses and indemnify [PROXY SOLICITOR] and its affiliates against certain claims, liabilities, losses, damages, and expenses. Brilliant will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Brilliant Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of the Brilliant Ordinary Shares and in obtaining voting instructions from those owners. Brilliant’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What happens if I sell my shares of Nukkleus Common Stock or Brilliant Ordinary Shares before the respective special meeting?

A:     The record date for Nukkleus stockholders entitled to vote at the Nukkleus Special Meeting is earlier than the date of the Nukkleus Special Meeting, and the record date for Brilliant shareholders entitled to vote at the Brilliant Meeting is earlier than the date of the Brilliant Meeting. If you transfer your shares of Nukkleus Common Stock or Brilliant Ordinary Shares after the respective record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite regulatory and stockholder approvals are received, Nukkleus and Brilliant expect that the Business Combination will occur as soon as possible following the special meetings.

Q:     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A:     Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this joint proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 32 of this joint proxy statement/prospectus.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:     Appraisal rights are not available to holders of shares of Nukkleus Common Stock in connection with the proposed Business Combination. There are appraisal and dissenter rights available to Brilliant’s shareholders in connection with the Business Combination. For additional information, see the sections titled “The Nukkleus Special Meeting — Appraisal Rights” and “The Brilliant Meeting — Appraisal Rights.”

Q:     What are the conditions to completion of the merger?

A:     In addition to the approval of the share issuance in connection with the Business Combination, the adoption of the charter amendment, the approval of the reverse stock split and the adoption of the Incentive Plan by Nukkleus stockholders, and the approval of the Business Combination and the related transactions as set out in the Merger Agreement by Brilliant shareholders as described above, completion of the Business Combination is subject to the satisfaction of a number of other conditions, including, but not limited to, the approval of Nukkleus’s listing application for Nukkleus Common Stock, and certain other closing conditions set forth in the Merger Agreement. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination — Conditions to the Completion of the Merger” beginning on page [•].

Q:     What respective equity stakes will Nukkleus stockholders and Brilliant shareholders hold in the combined company immediately following the Business Combination?

A:     As of the date of this joint proxy statement/prospectus, based on the estimated number of shares of Nukkleus Common Stock and Brilliant Ordinary Shares that will be outstanding immediately prior to the completion of the Business Combination and the exchange ratio of one to one, Nukkleus and Brilliant estimate that holders of shares of Nukkleus Common Stock as of immediately prior to the completion of the Business Combination will hold, in the aggregate, approximately [72]% of the issued and outstanding shares of common stock of the Combined Company immediately following the completion of the Business Combination, holders of public Brilliant Ordinary Shares as of immediately prior to the completion of the Business Combination will hold, in the aggregate, approximately [20]% of the issued and outstanding shares of common stock of the Combined Company immediately following the completion of the Business Combination, and Brilliant’s Initial Shareholders as of immediately prior to the completion of the Business Combination will hold, in the aggregate, approximately [8]% of the issued and outstanding shares of common stock of the Combined Company immediately following the completion of the Business Combination. The exact equity stake of Nukkleus stockholders and Brilliant shareholders in the Combined Company immediately following the merger will depend on the number of shares of Nukkleus Common Stock and Brilliant Ordinary Shares issued and outstanding immediately prior to the Business Combination and the number of redemptions by public holders of Brilliant Ordinary Shares. These estimates assume that no redemptions by public holders of Brilliant Ordinary Shares were made.

Q:     What happens if the Business Combination is not consummated?

A:     If Brilliant does not consummate the Business Combination by November 23, 2022 (or no later than January 23, 2023, if extended), then pursuant to Section 18.6 of Brilliant’s memorandum and articles of association, Brilliant will, as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding Brilliant 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. Additionally, the existence of Brilliant will be terminated and Brilliant will appoint a voluntary liquidator to commence the liquidation of the company. The estimated consideration that each Brilliant Ordinary Share would be paid at liquidation would be approximately $10.[    ] per share for shareholders based on amounts on deposit in the Trust Account as of [•], 2022. The closing price of Brilliant Ordinary Shares on the Nasdaq Stock Market as of [•], 2022 was $[•]. The Brilliant Initial Shareholders waived the right to any liquidation distribution with respect to any Brilliant Ordinary Shares held by them.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of pubic Brilliant Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to Nukkleus to fund working capital needs of the Combined Company. As of [•], 2022, there was approximately $[•] in the Trust Account. Brilliant estimates that approximately $[•] per outstanding Brilliant Ordinary Share will be paid to the investors exercising their redemption rights.

Q:     Who will manage the Combined Company after the Business Combination?

A:     As a condition to the closing of the Business Combination, the post-Business Combination board of directors will consist of seven directors, all but one of which will be selected by Nukkleus, including Emil Assentato, Craig Marshak, Jamal Khurshid, Nicholas Gregory, Brian Schwieger, Daniel Marcus and Brian Ferrier. Brilliant’s sponsor, Nisun Investment Holding Limited, has the right to appoint one director to serve on the post-Business Combination board of directors in accordance with the Merger Agreement. For information on the anticipated management of the Combined Company, see the section titled “Directors and Executive Officers of the Combined Company after the Business Combination” in this joint proxy statement/prospectus.

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement/prospectus, before making any decision on the Business Combination and/or the other proposals on which you are being asked to vote your shares of Nukkleus Common Stock and/or Brilliant Ordinary Shares, as applicable. Risks related to Nukkleus, including risks related to Nukkleus’s business, financial condition and capital requirements, development, regulatory approval and commercialization, dependence on third parties, intellectual property and taxation, will continue to be applicable to the Combined Company after the closing of the Business Combination.

Risks Related to Nukkleus’s Business and the Business Combination

Interests of Certain Persons in the Business Combination

Certain of Nukkleus’ executive officers and certain non-employee directors have interests in the Business Combination that are different from, or in addition to, the interest of Nukkleus stockholders generally. These interests include the continued service of certain directors of Nukkleus as directors of the combined company and the indemnification of former Nukkleus directors and officers by the combined company. In addition, certain of Nukkleus’ current executive officers and directors have financial interests in the Business Combination that are different from, or in addition to, the interests of Nukkleus’ stockholders. With respect to Nukkleus’s executive officers and directors, these interests include, among other things:

•        Craig Marshak, a member of the Board of Directors of Nukkleus, is a managing director of ClearThink, a transaction advisory firm. ClearThink has been engaged by Nukkleus to serve as the exclusive transactional financial advisor, and finder with respect to the Business Combination, to advise Nukkleus with respect to the Business Combination. To date Nukkleus has paid ClearThink $140,000 and upon closing of the Business Combination Nukkleus is obligated to pay ClearThink 1.2% of the total transaction value plus reimbursable expenses less the $140,000 paid to ClearThink to date.

•        Nukkleus has engaged First Sovereign, a registered broker-dealer, to serve as a placement agent in connection with a possible PIPE financing transaction being offered in connection with the closing of the Business Combination. Certain individuals associated with ClearThink other than Mr. Marshak provide transactional support and other services to First Sovereign. In exchange for such private placement services, Nukkleus agreed to pay to First Sovereign (a) upon the closing of any such transaction, a cash fee equal to (i) 7.5% of the aggregate gross proceeds raised in such transaction through the sale of equity or equity-linked securities, or (ii) 5.0% of the aggregate gross proceeds raised through the sale of securities without any equity or equity-linked component, and (b) warrants to purchase 7.5% of the amount of equity or equity-linked securities issued in such transaction. Such warrants shall be exercisable at the effective price per share in such transaction, shall have an expiration date of five years from the closing of the transaction and shall include both cash and net issuance (cashless) exercise provisions. While Mr. Marshak is not associated with First Sovereign, it is possible that he will receive some intangible or financial benefit from the compensation paid by Nukkleus to First Sovereign as a result of any payment to ClearThink for services rendered.

We have a limited operating history in an evolving and highly volatile industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

Nukkleus was formed in 2013 and since then our business model has continued to evolve. In 2021, we acquired a controlling interest in Match. In 2019, our Digital RFQ indirect subsidiary, and wholly owned subsidiary of Match, began to operate a payment processing business partly using blockchain technology. The comparability of our results in prior quarterly or annual periods should not be viewed as an indication of future performance. The “blockchain technology” used by Digital RFQ in its payment processing business and referred to throughout this proxy statement/prospectus is intended to refer to stablecoins operated on the Bitcoin, Ethereum and Tron networks, or such other blockchain networks as Digital RFQ may determine to be reliable and well established in the financial services industry, at an advanced stage and fully tested and collaterialized based on certain criteria summarized below. The blockchain networks used by Digital RFQ in its payment processing business are maintained and operated by third parties. For a discussion of the risk associated with Digital RFQ’s use of third-party networks, please refer to the section titled “We rely on connectivity with blockchain networks…” on page 46.

Because Digital RFQ makes use of blockchain technology only to process payments and does not hold digital assets, the criteria for the adoption and use of any blockchain network may differ from those of investors in stablecoins. Digital RFQ evaluates each blockchain and/or stablecoin on a daily and transaction-by-transaction basis, to minimize any risk associated with the blockchain or stablecoin and to ensure that Digital RFQ can reliably complete the transaction in and out of the stablecoin quickly to minimize such risk. Digital RFQ determines that a blockchain or stablecoin is suitable for use in its payment processing services by assessing the following criteria:

•        First, how widely supported is the blockchain stablecoin combination by Digital RFQ’s trading partners, including the banks and financial institutions Digital RFQ uses to support its business. Having sufficient trading partners that support the blockchain or stablecoin means there may be multiple choices of blockchain to use for any given trade.

•        Second, whether there is sufficient liquidity in those partners’ holdings of the stablecoin to ensure Digital RFQ is able to trade in or out without exposure to volatility and price risk.

To determine whether any blockchain technology meets Digital RFQ’s requirements and is a suitable candidate for use in Digital RFQ’s payment processing business, we assess the following criteria. We monitor these criteria for each blockchain or stablecoin we use regularly on an ongoing basis:

•        Market share.    Digital RFQ assesses a blockchain or stablecoin’s share of the stablecoin market as a whole and market capitalization from publicly available information. Some stablecoins have been in existence longer than others and may have a larger market share and market capitalization. These factors also have an influence on the market perception of such stablecoins. For example, USDT ‘Tether’ is the most prominent stablecoin measured by market capitalization but has faced auditing issues, while newer products such as GBPT have had professional Big Four auditors from inception but do not have material market share to date and thus would not be perceived or assessed as at an advanced stage or well established.

•        Auditing and Collateralization.    Auditing is paramount to the security and stability of stablecoins and for this reason Digital RFQ will only work with firms that adhere to full collateralization that is independently verified by an outside auditor. Digital RFQ believes that collateralization is key in maturing stablecoins. For example, the UST Terra Luna ‘collapse’ showed that algorithmically-backed stability creates vulnerability to counterparty mismanagement and influence, driven by the difficulty and lack of auditing and intrinsic connection to the Terra network itself. In contrast, collateralized stablecoins such as USDT and USDC are fully backed by reserve fiat currency holdings and can be redeemed by holders for such fiat currency. Digital RFQ also views traditional markets, while much more established, as not completely free of risk since they rely substantially on fractional reserve banking to maintain the market.

•        Counterparty Risk.    Digital RFQ assesses counterparty risk in its stablecoin and blockchain selection in the issuer of the stablecoin and its governance and in the banks and financial institutions it uses to source liquidity. Digital RFQ assesses the degree of governance decentralization that may give direct control over funds (as backing, for example) or attack vectors to the governance architecture that could expose control over funds, and determines the degree of counterparty risk from the level of centralization. To assess the degree of centralization, Digital RFQ examines the number of parties controlling the blockchain protocol, the number of holders and the level of founder backing (demonstrated by founders holding a significant amount of the stablecoin). Digital RFQ is able to remain operationally stable throughout any given payment processing transaction due primarily to a robust counterparty infrastructure and minimal exposure to these ‘transit’ legs of the transaction (for more information on the third parties involved in Digital RFQ’s payment processing business, please refer to the section titled “We rely on connectivity to blockchain networks for our Platforms”.

•        Smart Contract Risk.    Smart contract risk relates to the technical security of a blockchain or stablecoin based on its underlying code. If one of the supported stablecoins or cryptocurrencies is compromised, collateral will be affected, thus threatening the solvency of the blockchain protocol. Projects must have undergone audits to be considered. We assess maturity based on the number of days and the number of transactions of the smart contract as a representation of use, community and development. These proxies show how strong the code is.

However, because Digital RFQ makes use of blockchain technology only to process payments, and does not hold digital assets, we are able to constantly monitor the status of any blockchain network or stablecoin before, during and after a payment is processed, and determine which of the available blockchain networks is suitable for a particular transaction. We therefore do not believe we are exposed to material risks associated with holding stablecoins or other digital assets. Furthermore, we do not use stablecoins of an algorithmic nature, and in the event that we determine any particular stablecoin presents a threat or risk to the security of our business, customers or the transactions we process, we promptly move to another stablecoin network. We do not accept payment in digital assets and do not hold digital assets for investment or offer digital wallet services.

Because we have a limited history operating our business at its current scale and scope, it is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. For example, recently launched services require substantial resources and there is no guarantee that such expenditures will result in profit or growth of our business. The rapidly evolving nature of the market in which we operate, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue. Failure to manage our current and future growth effectively could have an adverse effect on our business, operating results, and financial condition.

If we do not effectively manage our growth and the associated demands on our operational, risk management, sales and marketing, technology, compliance and finance and accounting resources, our business may be adversely impacted.

We have experienced recent significant growth through our acquisition of Match. In our recent acquisitions, including our acquisition of Match, our business has become increasingly complex by expanding the services we offer to include financial services and payment processing services. To effectively manage and capitalize on our growth, we must continue to expand our information technology and financial, operating, and administrative systems and controls, and continue to manage headcount, capital, and processes efficiently. Our continued growth could strain our existing resources, and we could experience ongoing operating difficulties in managing our business as it expands across numerous jurisdictions, including difficulties in hiring, training, and managing an employee base. Failure to scale and preserve our company culture with growth could harm our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives. If we do not adapt to meet these evolving challenges, or if our management team does not effectively scale with our growth, we may experience erosion to our brand, the quality of our products and services may suffer, and our company culture may be harmed. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely, and reliable reports on our financial and operating results, including the financial statements provided herein, and could impact the effectiveness of our internal controls over financial reporting. In addition, our systems and processes may not prevent or detect all errors, omissions, or fraud, though we have experienced no such material errors, omissions or fraud in the past. For example, our employees may fail to identify transaction errors or fraudulent information provided by our customers. Any of the foregoing operational failures could lead to noncompliance with laws, loss of operating licenses or other authorizations, or loss of bank relationships that could substantially impair or even suspend company operations.

We intend to continue to develop our technology, in particular our blockchain-enabled payment processing offering. Successful implementation of this strategy may require significant expenditures before any substantial associated revenue is generated and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Our growth may not be sustainable and depends on our ability to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and revenue from both new and existing customers.

The future growth of our business depends on its ability to retain existing customers, attract new customers as well as getting existing customers and new customers to increase the volumes processed through our payments platform and therefore grow revenue. Our customers are not subject to any minimum volume commitments and they have no obligation to continue to use our services, and we cannot be sure that customers will continue to use our services or that we will be able to continue to attract new volumes at the same rate as we have in the past.

A customer’s use of our services may decrease for a variety of reasons, including the customer’s level of satisfaction with our products and services, the expansion of business to offer new products and services, the effectiveness of our support services, the pricing of our products and services, the pricing, range and quality of competing products or services, the effects of global economic conditions, regulatory or financial institution limitations, trust, perception and interest in foreign exchange and payment processing services and in our products and services, or reductions in

the customer’s payment and transfer activity. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching service providers, especially for larger customers who commonly engage more than one payment service provider at any one time.

Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could materially and adversely affect our business, financial condition, results of operations and prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of our processes, and other investments and innovations.

We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.

We operate in a rapidly changing and highly competitive industry, and our results of operations and future prospects depend on, among other things:

•        the growth of our customer base,

•        our ability to monetize our customer base,

•        our ability to acquire customers at a lower cost, and

•        our ability to increase the overall value to us of each of our customers while they use our products and services.

Despite the regulatory barriers to enter the markets we serve, we expect our competition to continue to increase. In addition to established enterprises, we may also face competition from early-stage companies attempting to capitalize on the same, or similar, opportunities as we are. Some of our current and potential competitors have longer operating histories, particularly with respect to our digital financial services products, significantly greater financial, technical, marketing and other resources, and a larger customer base than we do. This allows them, among others, to potentially offer more competitive pricing or other terms or features, a broader range of digital financial products, or a more specialized set of specific products or services, as well as respond more quickly than we can to new or emerging technologies and changes in customer preferences.

Our existing or future competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. This could attract new customers away from our services and reduce our market share in the future. Additionally, when new competitors seek to enter our markets, or when existing market participants seek to increase their market share, these competitors sometimes undercut, or otherwise exert pressure on, the pricing terms prevalent in that market, which could adversely affect our market share and/or ability to capitalize on new market opportunities.

We currently compete at multiple levels with a variety of competitors, including:

•        payment platforms;

•        banks and non-bank financial institutions (including without limitation those using the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system); and

•        foreign exchange and derivative, including contract for difference (“CFD”), transfer processors.

Because we do not currently control a bank or a bank holding company, we may be subject to regulation by a variety of state, federal and international regulators across our products and services and we rely on third-party banks to provide payment-processing services to our customers. This regulation by federal, state and international authorities increases our compliance costs, as we navigate multiple regimes with different examination schedules and processes and varying disclosure requirements.

We believe that our ability to compete depends upon many factors, both within and beyond our control, including the following:

•        the size, diversity and activity levels of our customer base;

•        the timing and market acceptance of products and services, including developments and enhancements to those products and services offered by us and our competitors;

•        customer service and support efforts;

•        selling and marketing efforts;

•        the ease of use, performance, price and reliability of solutions developed either by us or our competitors;

•        changes in economic conditions, regulatory and policy developments;

•        our ability to successfully execute on our business plans;

•        our ability to enter new markets;

•        general digital payments, capital markets, blockchain and stablecoin market conditions;

•        the ongoing impact of the COVID-19 pandemic; and

•        our brand strength relative to our competitors.

Our current and future business prospects demand that we act to meet these competitive challenges but, in doing so, our revenue and results of operations could be adversely affected if we, for example, increase marketing expenditures or make other expenditures. All of the foregoing factors and events could adversely affect our business, financial condition, results of operations, cash flows and future prospects.

Cyberattacks and security breaches of our systems, or those impacting our customers or third parties, could adversely impact our brand and reputation and our business, operating results and financial condition.

Our business involves the collection, storage, processing and transmission of confidential information, customer, employee, service provider and other personal data, as well as information required to access customer assets. We have built our reputation on the premise that our products and services offer customers a secure way to accept and make payments and store value. As a result, any actual or perceived security breach of us or our third-party partners may:

•        harm our reputation and brand;

•        result in our systems or services being unavailable and interrupt our operations;

•        result in improper disclosure of data and violations of applicable privacy and other laws;

•        result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory and financial exposure;

•        cause us to incur significant remediation costs;

•        lead to theft or irretrievable loss of our or our customers’ assets;

•        reduce customer confidence in, or decreased use of, our products and services;

•        divert the attention of management from the operation of our business;

•        result in significant compensation or contractual penalties from us to our customers or third parties as a result of losses to them or claims by them; and

•        adversely affect our business and operating results.

Further, any actual or perceived breach or cybersecurity attack directed at other financial institutions or blockchain companies, whether or not we are directly impacted, could lead to a general loss of customer confidence in the use of technology to conduct financial transactions, which could negatively impact us including the market perception of the effectiveness of our security measures and technology infrastructure.

An increasing number of organizations, including large businesses, technology companies and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile applications, and infrastructure. Attacks upon systems across a variety of industries, including the payment processing, forex and CFD industry, are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated,

well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. Certain types of cyberattacks could harm us even if our systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and we may not be able to implement adequate preventative measures.

Although we do not have a past history of material security breaches or cyberattacks, and do not believe we are a target of such breaches or attacks, we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively respond to known and potential risks. We expect to continue to expend significant resources to bolster these protections, but there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result, our costs and the resources we devote to protecting against these advanced threats and their consequences may increase over time.

Although we maintain insurance coverage that we believe is adequate for our business, it may be insufficient to protect us against all losses and costs stemming from security breaches, cyberattacks, and other types of unlawful activity, or any resulting disruptions from such events. Outages and disruptions of our systems, including any caused by cyberattacks, may harm our reputation and our business, operating results, and financial condition.

We may incur significant liability as a result of ongoing disputes.

We were party to the BT Prime Litigation, and while the case against us has now been dismissed with prejudice with no material liability to us, we have guaranteed a portion of the payment obligations of the other defendants in and we may be required to make cash payments, which may adversely affect our business and results of operations.

We may be subject to various other legal proceedings, consumer arbitrations, and regulatory investigation matters as further described in “Information About Nukkleus — Legal Proceedings”. If any of these matters are resolved unfavorably to us, our business and results of operations may be adversely affected.

Any significant disruption in our technology could adversely impact our brand and reputation and our business, operating results, and financial condition.

Our reputation and ability to grow our business depends on our ability to operate our service at high levels of reliability, scalability, and performance, including the ability to process and monitor, on a daily basis, a large number of transactions that occur at high volume and frequencies across multiple systems. The proper functioning of our products and services, the ability of our customers to make and receive payments, and our ability to operate at a high level, are dependent on our ability to access the blockchain networks underlying our Platforms and other supported blockchain-based products and technology, for which access is dependent on our systems’ ability to access the internet. Further, the successful and continued operations of such blockchain networks will depend on a network of computers, miners, or validators, and their continued operations, all of which may be impacted by service interruptions.

Our systems, the systems of our third-party service providers and partners, and certain blockchain networks, have experienced from time to time and may experience in the future service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. In addition, extraordinary site usage could cause our computer systems to operate at an unacceptably slow speed or even fail. Some of our systems, including systems of companies we have acquired, or the systems of our third-party service providers and partners are not fully redundant, and our or their disaster recovery planning may not be sufficient for all possible outcomes or events.

If any of our systems, or those of our third-party service providers, are disrupted for any reason, our products and services may fail, resulting in unanticipated disruptions, slower response times and delays in our services, including our customers’ payments through our Platforms. This could lead to failed or unauthorized payments, incomplete or inaccurate accounting, loss of customer information, increased demand on limited customer support resources, customer claims, and complaints with regulatory organizations, lawsuits, or enforcement actions.

A prolonged interruption in the availability or reduction in the availability, speed, or functionality of our products and services could harm our business. Frequent or persistent interruptions in our services could cause current or potential customers or partners to believe that our systems are unreliable, leading them to switch to our competitors or to avoid or reduce the use of our products and services, and could permanently harm our reputation and brands.

Moreover, to the extent that any system failure or similar event results in damages to our customers or their business partners, these customers or partners could seek significant compensation or contractual penalties from us for their losses, and those claims, even if unsuccessful, are likely to be time-consuming and costly for us to address. Problems with the reliability or security of our systems would harm our reputation, and damage to our reputation and the cost of remedying these problems could negatively affect our business, operating results, and financial condition.

In addition, we are continually improving and upgrading our information systems and technologies. Implementation of new systems and technologies is complex, expensive, time-consuming, and may not be successful. If we fail to timely and successfully implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies, or if such systems and technologies do not operate as intended, it could have an adverse impact on our business, internal controls (including internal controls over financial reporting), operating results, and financial condition.

Because we are subject to regulation in certain jurisdictions, frequent or persistent interruptions could also lead to regulatory scrutiny, significant fines and penalties, and mandatory and costly changes to our business practices, and ultimately could cause us to lose existing licenses or banking relationships that we need to operate, or prevent or delay us from obtaining additional licenses that may be required for our business.

We rely on third parties in critical aspects of our business, which creates additional risk. Our ability to offer our services depends on relationships with other financial services institutions and entities, and our inability to maintain existing relationships or to enter into new such relationships could impact our ability to offer services to customers.

We depend on various third-party partners and payment systems. More specifically, our offering of payments and transfer services depends on our ability to offer blockchain transaction processing, Automated Clearing House network (“ACH”) transaction processing, wire transfer and other payment processing services to our customers.
In order to provide such transaction processing services, we have established relationships with financial institutions whereby such financial institutions provide us with access into the relevant payment networks (e.g., the card networks and the ACH). Our ability to offer our core services depends on our ability to maintain existing relationships with financial institutions and to seek out and obtain new such relationships.

Also, critical aspects of our technology rely on third-party technologies, including blockchain networks. Our regulatory status, the status of our Platforms and of blockchain technologies more generally, may be an impediment to our ability to receive or obtain services from financial institutions. Should our partners cease providing access to such technologies and networks, we would be at risk of being unable to provide the payment processing services that are core to our customer offering.

Third parties upon which we rely to process transactions may refuse to process transactions adequately, may breach their agreements with us, refuse to renew agreements on commercially reasonable terms, take actions that degrade the functionality of our services, impose additional costs or requirements on us, or give preferential treatment to competitive services or suffer outages in their systems, any of which could disrupt our operations and materially and adversely affect our business, financial condition, results of operations and prospects.

Some third parties that provide services to us may have or gain market power and be able to increase their prices to us without competitive constraint. In addition, there can be no assurance that third parties that provide services directly to us will continue to do so on acceptable terms, or at all, or will not suffer from outages to their systems. If any third parties were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other third parties in a timely and efficient manner and on acceptable terms, or at all, which may materially and adversely affect our business, financial condition, results of operations and prospects.

We are subject to credit risks in respect of counterparties, including financial institutions.

We are and will continue to be subject to the risk of actual or perceived deterioration of the commercial and financial soundness, or perceived soundness, of other financial institutions, in particular in relation to receivables from financial institutions regarding settled payment transactions, and cash and cash-equivalents held at financial institutions. One institution defaulting, failing a stress test or requiring mail-in by its shareholders and/or creditors and/or bail-out by a government could lead to significant liquidity problems and losses or defaults by other institutions. Even the perceived lack of creditworthiness of, or questions about, a counterparty or major financial institution may lead to market-wide liquidity problems and losses or defaults by financial institutions on which we have an exposure. This risk resulting from the interdependence on financial institutions is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as industry payment systems and banks, with whom we interact on a daily basis. Systemic risk, particularly within the United States, could have a material adverse effect on our ability to raise new funding and on our business, financial condition, results of operations and prospects.

Our banking relationships for transaction processing are concentrated in a small number of partners.

We use a small number of banks and financial institutions as banking services providers. Should our relationships with such banks and financial institutions deteriorate, we may be limited in our ability to offer the payment processing services that are core to our offerings. While we have multiple such banking partners and are working to diversify these relationships further, we do not have written agreements with such banks and financial institutions and there remains some risk that, in the short term, our ability to provide payment processing services may be affected by any interruption in the banking services we receive. As such, should our relationships with our existing banking and financial institution partners deteriorate or if such banks and financial institutions make a decision to discontinue the services they provide us, we could lose our ability to process payments, financial transfers and other transactions. In such an event, the value of our services would be negatively impacted and our institutional investor clients could be forced to process smaller transaction volume with us or to cease transaction processing through us entirely.

Certain large customers provide a significant share of our revenue and the termination of such agreements or reduction in business with such customers could harm our business. If we lose or are unable to renew these and other marketplace and enterprise client contracts at favorable terms, our results of operations and financial condition may be adversely affected.

Some of our largest customers provide significant contributions to our revenue. In particular, for the six months ended March 31, 2022, our top 10 customers represented 98.8% of revenue and our top customer, TCM, represented 95.7% of revenue. Failure to retain these and other customers could negatively impact our business and could lead to significant fluctuations in its performance. Customers may seek price reductions when renewing, expanding or changing their services with us and/or when their need for payment, asset storage, investing or capital raise services experiences significant volume changes.

Should the rate of growth of our customers’ business slow or decline, this could have an adverse effect on volumes processed and therefore an adverse effect on our results of operations. If our contracts are terminated by our large customers or if our large customers shift business away, or if we are unsuccessful in retaining contract terms that are favorable to us, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Please refer to the section captioned “— FXDD Agreements” on page 148 for more information about our agreement with TCM.

Our products and services may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If any of our customers use our products or services to further such illegal activities, we could be subject to liability and our business could be adversely affected. Our efforts to detect and monitor such transactions for compliance with law may require significant costs, and our failure to effectively deal with bad, fraudulent or fictitious transactions and material internal or external fraud could negatively impact our business.

We may in the future be subject to liability for illegal transactions, including fraudulent payments initiated by our customers, money laundering, gambling, tax evasion, and scams. Examples of fraud include when a party knowingly uses stolen or otherwise illicitly acquired access information to a transaction. In addition, we are subject to the risk that our employees, counterparties or third-party service providers commit fraudulent activity against us or our customers.

Criminals are using increasingly sophisticated methods to engage in illegal activities such as counterfeiting, account takeover and fraud. It is possible that incidents of fraud could increase in the future. The use of our products or services for illegal or improper purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us. In addition, our efforts to detect and monitor such transactions for compliance with law may require significant costs.

Moreover, certain activities that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is significant uncertainty and cost associated with detecting and monitoring transactions for compliance with local laws. In the event that a customer is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. Changes in law have also increased the penalties for money transmitters, e-money issuers, broker-dealers and alternative trading systems for certain illegal activities, and government authorities may consider increased or additional penalties from time to time. Owners of intellectual property rights or government authorities may seek to bring legal action against us for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

Moreover, while fiat currencies can be used to facilitate illegal activities, blockchain technologies, such those used in our Platforms are relatively new and, in many jurisdictions, may be lightly regulated or largely unregulated. Many blockchains have characteristics such as the speed with which digital asset transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain blockchain transactions, and encryption technology that anonymizes these transactions, which may make blockchain technology susceptible to use in illegal activity.

U.S. federal and state and foreign regulatory authorities and law enforcement agencies, such as the Department of Justice, the SEC, the Commodity Futures Trading Commission, The Federal Trade Commission, the IRS and various state securities and financial regulators investigate, issue subpoenas and civil investigative demands, and take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving blockchain technologies.

While we believe that our risk management and compliance framework is designed to detect significant illicit activities conducted by our potential or existing customers, we cannot ensure that we will be able to detect all illegal activity on our systems. If any of our customers use our products and services to further such illegal activities, our business could be adversely affected. We have not detected any material illicit activities in the past.

Our risk management and compliance framework is key to our operations and is designed to address Anti Money Laundering (“AML”) and Counter Terrorist Finance (“CTF”) considerations consistent with our authorization by the Financial Conduct Authority as an Electronic Money Directive Agent, among others. The key elements of the regulatory framework that impact us include, but are not limited to, the following U.K. legislation:

•        The European Union 5th and 6th Money Laundering Directives.    The main components of the 5th Money Laundering Directive was to (i) grant access to the general public to beneficial ownership information of EU based companies; (ii) requires regulated entities to consult the beneficial ownership register when performing AML due diligence; (iii) obliges EU member states to create a list of national public offices and functions that qualify as politically exposed persons (PEP); and (iv) introduces strict enhanced due diligence measures for financial flows from high risk third countries. The 6th Money Laundering Directive introduced a harmonised list of 22 predicate offences that constitute money laundering and expanded its regulatory scope and criminal definition to include “aiding and abetting”. Regulated entities such as Digital RFQ are required to ensure that their AML/CFT programs address those offences. Criminal liability for those laundering money has been extended to legal persons, which means that organisations can be punished for offences committed by the people that work for them. The change means that responsibility for corporate criminal conduct falls on management personnel in addition to individual employees.

•        The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer), Regulation 2017.

•        Proceeds of Crime Act 2002.    Digital RFQ is required to ensure sufficient controls are in place to enable its employees to recognise money laundering.

•        Terrorism Act 2000 and Counter Terrorism Act 2008.    Digital RFQ is required to ensure sufficient controls are in place so that the firm can recognise terrorist financing.

•        Fraud Act 2006.    Digital RFQ is required to ensure controls are in place to identify the risk of both internal and external fraud and the necessary controls are implemented

•        Bribery Act 2010.    Digital RFQ is required to ensure controls are in place to identify the risk of bribery and corruption and the necessary controls are implemented

The primary objectives in establishing our AML/CTF policy are to:

•        Conduct regular assessments to continually understand the money laundering and terrorist financing (“ML/TF”) risks associated with our business activities;

•        Prevent Digital RFQ’s services from being used for tax evasion purposes;

•        Ensure Digital RFQ has appropriate controls to mitigate the ML/TF and tax evasion risks faced by the business;

•        Establish minimum standards of customer due diligence to be obtained for all entities we conduct business with, including to:

•        Identify and verify legal existence;

•        Understand who are the natural persons that ultimately own or control the entity;

•        Understand the risks posed by higher risks clients, business relationships or transactions; and

•        Establish standards to allow us to identify unusual or potential suspicious behavior and report suspicions of ML/TF or other financial crime, as advised by law.

DigitalRFQ’s risk-based approach to AML/CTF is driven by the clients risk rating. DigitalRFQ operates a three-tiered classification of a potential client relationship:

1.      Low Risk — applying simplified due diligence of customers

2.      Medium Risk — applying standard client due diligence

3.      High Risk — applying enhanced due diligence

Standard customer due diligence is conducted on the majority of customers, who present a normal level of risk. Where enough low risk factors from the customer are identified, Digital RFQ employs simplified due diligence, which is a light touch approach involving less stringent checks. Conversely, if high risk factors are identified, then the firm employs enhanced due diligence, which involves a thorough ‘deep dive’ review of the customer. These customers, if approved, are then subject to ongoing monitoring.

Simplified due diligence is for customers who present a very low risk:

1.      Timing — the general rule is to verify identity before the establishment of a business relationship. However, there is now an exemption to this if there is little risk of money laundering. With simplified due diligence, the verification can take place later, so we do not interrupt the normal flow of business, provided that the verification is completed as soon as practicable after contact is first established.

2.      Electronic — a customer’s identification can be based purely on electronic identification if the verification software used is of sufficient, accredited standard and that they can corroborate some of the information obtained with the customer. This could even be the case in some non-face-to-face relationships, if there are sufficient low risk factors in place.

3.      Documentation — this can be done with one document only and need not be independently certified.

Enhanced due diligence is followed in all circumstances where a customer is identified as high-risk, and this involves seven specific tasks:

1.      Conduct enhanced monitoring of the business relationship by increasing the number and timing of controls applied, and selecting patterns of transactions that need further examination.

2.      Obtaining additional information about the customer.

3.      Capturing additional information about the intended nature of the business relationship.

4.      Finding out about the source of the funds or wealth of the customer.

5.      Understanding the reasons for the intended or performed transactions.

6.      Getting the approval of senior management for continuing the business relationship.

7.      Requiring the first payment to be carried out through an account in the customer’s name with a bank subject to similar customer due diligence standards.

Digital RFQ performs a customer risk assessment to determine whether a specific customer is high, medium or low risk and will take into consideration the customer type, their geographic location and the product or service being provided. When assessing the risk, Digital RFQ considers the following risk factors:

Digital RFQ undertakes ongoing monitoring regardless of the customer risk level and whether the onboarding process involved simple, standard or enhanced due diligence. This is carried out using a risk-based approach that focuses on reviewing customer data and monitoring transactions:

Where Digital RFQ identifies suspicious activity, a designated officer notifies the UK National Crime Agency via a Suspicious Activity Report (SAR).

The client risk rating reflects DigitalRFQ’s assessment of the money laundering and terrorist financing risk the client poses and is determined by a combination of factors including:

•        Country risk — Jurisdictions involved with respect to the domicile, operation and control of the client entity and personal links to the beneficial owners and controllers;

•        Sector risk — Links to sectors associated with higher risk corruption or links to sectors that involve significant amounts of cash as certain businesses are considered to present a higher risk of potential financial crime;

•        Entity risk — the legal form of the entity and its level of transparency including ownership and source of wealth;

•        Product or service risk — the nature of the client’s business and the products or services that the client will require as far as can be assessed throughout the relationship and the risk classifications that Digital RFQ has attributed to them;

•        Reputation — any adverse media such as allegations or criminality, frozen assets or concerns of beneficial owner/director integrity; and

•        PEP risk — all client relationships that have one or more PEPs either as their ultimate beneficial owner or a controller will be classified as a PEP relationship or may be designated as high risk.

•        Sanctions risk — individuals and related organisations may have sanctions imposed.

The above factors have a cumulative effect on risk rating; multiple adverse factors will increase the risk rating of the client and must be referred to compliance for assessment. The client risk rating drives the frequency of periodic reviews. All due diligence is completed inline with our AML policy and procedures and is documented and stored for five years.

Digital RFQ performs an annual risk assessment covering the following risk categories:

Digital RFQ follows internal controls that are proportionate to its businesses size and nature and consist of a number of controls including senior management oversight, training and record keeping.

Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results, and financial condition. We rely on third parties for some of our KYC and other compliance obligations.

Our ability to comply with applicable complex and evolving laws, regulations, and rules is largely dependent on the establishment and maintenance of our compliance, audit, and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. While we have devoted significant resources to develop policies and procedures to identify, monitor, and manage our risks, and expect to continue to do so in the future, we cannot assure that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed in all market environments or against all types of risks, including unidentified or unanticipated risks. Our risk management policies and procedures rely on a combination of technical and human controls and supervision that are subject to error and failure.

Some of our methods for managing risk are discretionary by nature and are based on internally developed controls, observed historical market behavior, and standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements which may be significantly greater than historical fluctuations in the market. Our risk management policies and procedures also may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing failures. In addition, we may elect to adjust our risk management policies and procedures to allow for an increased risk tolerance, which could expose us
to the risk of greater losses.

Regulators periodically review our compliance with our own policies and procedures and with a variety of laws and regulations. Though we believe we have robust risk management and compliance procedures, and have received no findings from any applicable regulator of any violations of applicable laws and regulations, if we fail to comply with these in future, or do not adequately remediate certain findings, regulators could take a variety of actions that could impair our ability to conduct our business, including delaying, denying, withdrawing, or conditioning approval of our licenses, or certain products and services. In addition, regulators have broad enforcement powers to censure, fine, issue cease-and-desist orders or prohibit us from engaging in some of our business activities. In the case of non-compliance or alleged non-compliance, we could be subject to investigations and proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, which can be significant. Any of these outcomes would adversely affect our reputation and brand and our business, operating results, and financial condition. Some of these outcomes could adversely affect our ability to conduct our business.

Furthermore, we rely on third parties for some of our KYC and other compliance obligations. If these third parties fail to effectively provide these services, we may be subject to adverse consequences as described above.

We rely on connectivity with blockchain networks for our Platforms.

Our connectivity with existing blockchain networks, including the Bitcoin, Ethereum, Tron and other stablecoin networks, will enable our customers to derive the benefit such networks may provide them in facilitating our payment processing services. Providing such connectivity presents a risk that we may, under derivative theories of liability, be held responsible for the bad acts, failures or violations of law of the blockchain networks.

Although we seek to minimize risks associated with any one blockchain network by electing which network to use for a given transaction and by determining which network is appropriate for such transaction, based on our assessment of whether such blockchain technology is at an advanced-stage, is fully tested, well-established and fully collateralized, we may be exposed to risks that affect blockchain networks generally, or we may not be aware of or be able to identify risks associated with any individual network (for a summary of Digital RFQ’s considerations in assessing which blockchain networks to use in its payment processing business, please refer to the section titled “We have a limited operating history…” on page 32). Each blockchain network has only been in existence for a limited number of years, and digital assets markets have a limited performance record, making them part of a new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate. For example, the following are some of the risks could materially adversely affect Digital RFQ’s financial performance and results of operations:

•        As a blockchain network continues to develop and grow, certain technical issues might be uncovered and the trouble-shooting and resolution of such issues requires the attention and efforts of blockchains’ global development community. Like all software, blockchain networks are at risk of vulnerabilities and bugs that can potentially be exploited by malicious actors. For example, in 2010, the Bitcoin network underwent a fork to reverse the effects of a hack in which an unknown attacker took advantage of a software vulnerability in the early source code of the Bitcoin network to fraudulently mint a large amount of digital assets.

•        Different blockchain networks are subject to material changes in their structure as technology and markets for digital assets evolve, and such changes may lead to adverse consequences. As an example, the Ethereum network expects to complete, by the end of 2021, a change from the “proof-of-work” consensus method to a “proof-of-stake” consensus method. The consequences of such change cannot be entirely foreseen, and flaws resulting from that transition could negatively affect the Ethereum network.

•        Certain privacy-preserving features have been or are expected to be introduced to blockchain networks, such as the Ethereum network. This could damage the public perception of blockchain networks generally or any one blockchain network in particular, and their or its utility in Digital RFQ’s payment processing system.

•        Networks rely on the internet. A significant disruption of internet connectivity (i.e., one that affects large numbers of users or geographic regions) could disrupt blockchain networks’ functionality and operations until the disruption in the internet is resolved.

•        The governance of decentralized networks, such as certain blockchain networks, is by voluntary consensus and open competition. In other words, a typical network has no central decision- making body or clear manner in which participants can come to an agreement other than through voluntary, widespread consensus. As a result, a lack of widespread consensus in the governance of a network may adversely affect the network’s utility and ability to adapt and face challenges, including technical and scaling challenges. The decentralized governance of a network may make it difficult to find or implement solutions or marshal sufficient effort to overcome existing or future problems, especially protracted ones requiring substantial directed effort and resource commitment over a long period of time, such as scaling challenges. A network’s failure to overcome governance challenges could exacerbate problems experienced by the network or cause the network to fail to meet the needs of its users, and could cause users, miners, and developer talent to abandon the network or lead to a drop in speculative interest, which could cause the value of a Cryptocurrency to decline.

•        A network may use a cryptographic protocol to govern the interactions within it. In the case of Bitcoin, a loose community known as the “core developers” has evolved to informally manage the source code for the protocol. The core developers can propose amendments to the network’s source code that, if accepted by users, could alter the protocols and software of the network. These alterations would occur through software upgrades, and could potentially include changes to the irreversibility of transactions. Alternatively, software upgrades and other changes to the protocols of the network could fail to work as intended or could introduce bugs, security risks, or otherwise adversely affect, the network. Similar dynamics occur in other blockchain networks.

•        Networks that operate based on an open-source protocol are often maintained by the core developers and other contributor. As blockchain network protocols generally are not sold or made available subject to licensing or subscription fees and their use does not generate revenues for their development team, the core developers are generally not compensated for maintaining and updating the source code for the network protocol. Consequently, there is a lack of financial incentive for developers to maintain or develop a blockchain network and the core developers may lack the resources to adequately address emerging issues with the network protocol. Although blockchain networks are typically supported by core developers, there can be no guarantee that such support will continue or be sufficient in the future. Alternatively, some developers may be funded by entities, such as foundations or corporations, whose interests are at odds with other participants in the network. In addition, a bad actor could also attempt to interfere with the operation of a network by attempting to exercise a malign influence over a core developer. To the extent that material issues arise with a network protocol and the core developers and open-source contributors are unable to address the issues adequately or in a timely manner, a blockchain network may be adversely affected.

•        Blockchain technologies are premised on theoretical conjectures as to the impossibility, in practice, of solving certain mathematical problems quickly. Those conjectures remain unproven, however, and mathematical or technological advances could conceivably prove them to be incorrect. Blockchain technology may also be negatively affected by cryptography or other technological or mathematical advances, such as the development of quantum computers with significantly more power than computers presently available, that undermine or vitiate the cryptographic consensus mechanism underpinning the blockchain and other distributed ledger protocols. If either of these events were to happen, markets and processes that rely on blockchain technologies, such as Digital RFQ’s blockchain-enabled payment processing operations, could be adversely affected.

If we fail to develop, maintain, and enhance our brand and reputation, our business, operating results, and financial condition may be adversely affected. Moreover, unfavorable media coverage could negatively affect our business.

Our brand and reputation are key assets and a competitive advantage. Maintaining, protecting, and enhancing our brand depends largely on the success of our marketing efforts, ability to provide consistent, high-quality, and secure products, services, features, and support, and our ability to successfully secure, maintain, and defend our rights to use the “Nukkleus”, “Forexware”, “XWare”, “MetaTrader” and other related marks and other trademarks important to our brand. We believe that the importance of our brand will increase as competition further intensifies. Our brand and reputation could be harmed if we fail to achieve these objectives or if our public image were to be tarnished by negative publicity, unexpected events, or actions by third parties.

We receive a high degree of media coverage. Unfavorable publicity regarding, for example, our product changes, product quality, litigation or regulatory activity, privacy practices, terms of service, employment matters, the use of our products, services, or supported blockchain technologies for illicit or objectionable ends, the actions of our customers, or the actions of other companies that provide similar services to ours, has in the past, and could in the future, adversely affect our reputation.

In addition, actions by, or unfavorable publicity about, Emil Assentato, our Chairman and Chief Executive Officer, Jamal Khurshid, our Chief Operating Officer, or other officers and managers of Nukkleus and its subsidiaries may adversely impact our brand and reputation. Such negative publicity also could have an adverse effect on the size and engagement of our customers and could result in decreased revenue, which could have an adverse effect on our business, operating results, and financial condition. Further may be the target of social-media campaigns criticizing actual or perceived actions or inactions that are disfavored by our customers, employees, or society at-large, which

campaigns could materially impact our customers’ decisions to use our products and services. Any such negative publicity could have an adverse effect on the size, activity, and loyalty of our customers and result in a decrease in net revenue, which could adversely affect our business, operating results, and financial condition.

Our future growth depends significantly on our marketing efforts, and if our marketing efforts are not successful, our business and results of operations will be harmed.

We have dedicated some, and intend to significantly increase, resources to marketing efforts. Our ability to attract and retain customers depends in large part on the success of these marketing efforts and the success of the marketing channels we use to promote our products. Our marketing channels include, but are not limited to, social media, traditional media such as the press, online affiliations, search engine optimization, search engine marketing, and offline partnerships.

While our goal remains to increase the strength, recognition and trust in our brand by increasing our customer base and expanding our products and services, if any of our current marketing channels becomes less effective, if we are unable to continue to use any of these channels, if the cost of using these channels was to significantly increase or if we are not successful in generating new channels, we may not be able to attract new customers in a cost-effective manner or increase the use of our products and services. If we are unable to recover our marketing costs through increases in the size, value or other product selection and utilization, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.

Concerns about the environmental impacts of blockchain technology could adversely impact usage and perceptions of Nukkleus, its subsidiaries and our Platforms.

The energy usage and environmental impact of blockchain technology, particularly in relation to proof of work mining, has attracted considerable recent attention. Government scrutiny related to restrictions on such energy consumption may increase, resulting in additional regulation that could adversely impact usage of our Platforms and harm our business. The considerable consumption of electricity by mining operators may also have a negative environmental impact, including contribution to climate change, which could create a negative consumer sentiment and perception of blockchain technology generally and adversely affect our business, prospects, financial condition, and operating results.

The COVID-19 pandemic could have unpredictable, including adverse, effects on our business, operating results, and financial condition.

The global spread and unprecedented impact of the COVID-19 pandemic continues to create significant volatility, uncertainty and economic disruption. The future effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic (including any resurgences), impact of the new COVID-19 variants and the rollout of COVID-19 vaccines, and the level of social and economic restrictions imposed in the United States and abroad in an effort to curb the spread of the virus, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. The continued impact of COVID-19 and the imposition of related public health measures have resulted in, and are expected to continue to result in, increased volatility and uncertainty in the broader economy. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business, results of operations, financial condition or liquidity.

As a remote-first company, we are subject to heightened operational and cybersecurity risks.

As a remote-first company, we are subject to heightened operational and cybersecurity risks. We are a remote-first company, meaning that for all existing roles many of our employees work from their homes or other non-company dwellings. For example, technologies in our employees’ and service providers’ homes and shared office spaces may not be as robust and could cause the networks, information systems, applications, and other tools available to employees and service providers to be more limited or less reliable. Further, the security systems in place at our employees’ and service providers’ homes and shared office spaces may be less secure than those used in corporate offices, and while we have implemented technical and administrative safeguards to help protect our systems as our employees and service providers work from home, we may be subject to increased cybersecurity risk which could expose us to risks of data or financial loss, and could disrupt our business operations. There is no guarantee that the data security and

privacy safeguards we have put in place will be completely effective or that we will not encounter risks associated with employees and service providers accessing company data and systems remotely. We also face challenges due to the need to operate with a remote workforce and are addressing so to minimize the impact on our ability to operate.

Risks Related to Nukkleus’s Platforms

Our product offerings are centered on WebTrader, MetaTrader, XWare, Forexware and certain other platforms and product offerings (together, our “Platforms”). The regulatory landscape as it relates to processing payment transactions, including through our Platforms, continues to evolve. Such evolution may create additional regulatory burden and expense and could materially impact the use and adoption of our Platforms.

The entirety of our product offering is today built on the ability of our customers to transfer funds and otherwise transact using our Platforms. The blockchain technologies underlying our Platforms represent a relatively new development in the payments and financial services industry. As such, the regulatory status of the use of our Platforms and other blockchain-enabled transfer processing technologies remains somewhat uncertain in the United States and other jurisdictions. As regulatory interpretations develop throughout the world, we may be required to obtain registrations and/or licenses in various jurisdictions that we do not currently hold. We may also be required to take on new and additional compliance obligations in certain jurisdictions, or we could be directed to cease operations involving certain Platforms or other Nukkleus or Digital RFQ products or services in one or more jurisdictions. Any of these scenarios could have a detrimental impact on our business given that our Platforms and such other services are central to our Digital RFQ business, which comprises a significant portion of our overall business.

The regulatory treatment of our Platforms and other blockchain-enabled transfer processing technologies is highly uncertain and has drawn significant attention from legislative and regulatory bodies around the world. The use of such technologies may implicate a variety of banking, deposit, money transmission, prepaid access and stored value, anti-money laundering, commodities, securities, sanctions, and other laws and regulations in the United States and in other jurisdictions.

Further, our business model relies on our ability to market and sell the utility of our Platforms to existing and potential customers. Our core services involve offering fund transfer and payment functionalities to our customers utilizing our Platforms. The use of such services by our customers, as well as the integration of such technologies into the product offerings that our customers make available to their end customers, raises numerous regulatory questions. Financial services regulators in the United States or in other jurisdictions around the world may not agree with our legal positions. In addition, should financial services regulators make changes to or alter interpretations of applicable laws and regulations as they relate to our Platforms, we may be unable to continue offering our transfer and payment, services to customers in certain jurisdictions or we may have to alter the services in a manner that may be materially detrimental to our financial performance.

The future development and growth of our Platforms is subject to a variety of factors that are difficult to predict and evaluate and may be in the hands of third parties to a substantial extent. If our Platforms do not grow as we expect, our business, operating results, and financial condition could be adversely affected.

We introduced fund transfer and payment processing using blockchain technologies only in 2019, and such technology remains in the early stages of development while continuing to evolve. The further growth and development of any such technology and the underlying networks and other cryptographic and algorithmic protocols governing such technology and products represent a new and evolving paradigm that is subject to a variety of factors that are difficult to evaluate, including:

•        Any blockchain-enabled process or product, like our Platforms, rely on third parties, including financial institutions and counterparties, to hold funds, cash equivalents, and other assets. Those third parties have their own policies and may change their view and acceptance of any blockchain or stablecoin at any time. This may result in delays and other barriers to payment processing through our Platforms.

•        Many blockchain networks have limited operating histories, have not been validated in production, and are still in the process of developing and making significant decisions that will affect the underlying blockchain, any of which could adversely affect the blockchain technologies on which our Platforms rely.

•        The governance of many blockchain networks is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of consensus or clarity on the governance of any particular blockchain network, a lack of incentives for developers to maintain or develop the network, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network’s utility and ability to respond to challenges and grow.

These risks are fundamentally beyond our control and could materially and adversely affect our Platforms and our business, financial condition and operating results.

Due to unfamiliarity and some negative publicity associated with blockchain technology, our customer base may lose confidence in products and services that utilize blockchain technology.

Products and services that are based on blockchain technologies are relatively new. Many of our competitors are unlicensed, unregulated, operate without supervision by any governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. As a result, customers and the general public may lose confidence in blockchain technology, including regulated products and services like ours.

Since the inception of blockchain technologies, numerous blockchain-enabled businesses and platforms have been sued, investigated, or shut down due to fraud, illegal activities, the sale or issuance of unregistered securities, manipulative practices, business failure, and security breaches. In many of these instances, customers of these platforms, products and services were not compensated or made whole for their losses. We may be a target of hackers and malware and may also be more likely to be targets of regulatory enforcement actions.

Negative perception, a lack of stability and standardized regulation, and the closure or temporary shutdown of blockchain-enabled platforms, including our Platforms, due to fraud, business failure, hackers or malware, or government mandated regulation, and associated losses suffered by customers may reduce confidence in blockchain technologies and result in greater volatility of the prices of assets, including significant depreciation in value. Any of these events could have a material and adverse impact on our business.

Our Platforms and blockchain-enabled payment processing services are innovative and are difficult to analyze vis-à-vis existing financial services laws and regulations around the world. Our platforms involve certain risks, including reliance on third parties, which could limit or restrict our ability to offer the product in certain jurisdictions.

Our ability to offer our Platforms in jurisdictions around the world is unclear from a regulatory perspective. Further, our Platforms are dependent on certain partners who will provide liquidity and the regulatory requirements with respect to those partners are uncertain. Our dependency on the performance of those partners raises risk that turns upon their performance. If our partners fail to perform, both we and our customers could be subject to losses, and we may be required to cease offering such Platform.

Risks Related to Nukkleus’s Financial Condition

There is no assurance that we will maintain profitability or that our revenue and business models will be successful.

Our ability to achieve and maintain profitability is based on numerous factors, many of which are beyond our control. We may not be able to generate sufficient revenue to maintain profitability in the short or long-term. Our revenue growth may slow, or our revenue may decline for a number of other reasons, including reduced demand for our offerings, increased competition, a decrease in the growth or size of the forex and CFD industry, in the usage of blockchain technologies generally, or any failure to capitalize on growth opportunities.

We are continually refining our revenue and business model and have shifted our focus to the development and commercialization of our Platforms. There is no assurance that these efforts will be successful or that we will generate revenues commensurate with our efforts and expectations or become or stay profitable. We may be forced to make significant changes to our revenue and business model to compete with our competitors’ offerings, and even if such changes are undertaken, there is no guarantee that they will be successful or profitable. Additionally, we will need to hire, train, and integrate qualified personnel to meet and further such changes to our business objectives at potentially significant additional expense. Failure to successfully implement revenue and business models or manage related expenses could cause us to be unprofitable and have an adverse effect on our business, operating results and financial condition.

We may experience fluctuations in our quarterly operating results.

We could experience significant fluctuations in our quarterly operating results due to a number of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in our quarterly operating results include, but are not limited to, the following:

•        a change in the transaction volume of TCM and our core forex and CFD transactions business generally;

•        a change in the transaction volume of our customers and use of our Platforms;

•        planned and unplanned increases in marketing, sales and other operating expenses that it may incur to grow and expand our customer base and operations, and to remain competitive;

•        the success, or lack of success, in new marketing approaches we have recently undertaken or plan to undertake, which have not been previously or fully tested;

•        the continued market acceptance of our Platforms in a highly competitive environment;

•        system disruptions, outages and other performance problems or interruptions on our Platforms, or breaches of data or system security, including ransomware or other major cyber-attacks, which, if extended or severe, may harm our credibility and reputation in the market;

•        our failure to provide adequate customer service;

•        our ability to successfully, and in a timely manner, continue development, improvement and feature-enhancement of its products and services, including its intellectual property, data analytics, proprietary technology and customer support functions;

•        the timing and success of new product and service introductions, and new product and service features or enhancements, by Nukkleus and its subsidiaries, or our competitors, or other changes in the competitive landscape of the markets in which we operate;

•        the success of our expansion into new markets, products and services, or ones in which it is in the early stages;

•        changes in the adoption and use of blockchain technologies and the public perception of them, including changes in perceptions and demands regarding such technologies as trading vehicles;

•        changes in the legislative or regulatory environment, scope or focus of regulatory investigations and inquiries, or interpretations of regulatory requirements, or outright prohibition of certain activities;

•        disputes with our customers, adverse litigation and regulatory judgments, enforcement actions, settlements or other related costs and the reputational impact and public perception of such occurrences, including in emerging industries, or emerging components of industries;

•        the timing and amount of non-cash expenses, such as stock-based compensation and asset impairment;

•        fraudulent, unlawful or otherwise inappropriate customer behavior;

•        development of features or services that may be the subject of regulatory criticism or form the basis for regulatory enforcement action, including regulatory actions to prohibit certain practices or features;

•        the overall tax rate for our business, which may be affected by new laws affecting the taxation or tax treatment of transactional taxes or other tax treatment for trading in financial markets generally or for unrealized gains in financial services accounts;

•        changes in accounting standards, policies, guidance, interpretations or principles; and

•        general economic conditions in either domestic or international markets, including the impact of the ongoing COVID-19 pandemic.

Our operating results may fall below the expectations of market analysts and investors in some future periods, which could cause the market price of our Common Stock to decline substantially.

Our financial forecasts, which were presented to Nukkleus’s Board and are included in this proxy statement/prospectus, may not prove to be accurate.

In connection with the proposed Merger, Nukkleus’s management presented certain forecasted financial information for Nukkleus and the Combined Company to its Board, which information was internally prepared and provided by us. The forecasts were based on numerous variables and assumptions known to us at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond our control. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to our business, industry performance, the competitive environment, changes in technology, and general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

Changes in U.S. and foreign tax laws, as well as the application of such laws, could adversely impact our financial position and operating results.

We are subject to complex income and non-income tax laws and regulations in the United States and a variety of foreign jurisdictions. Both the United States and foreign jurisdictions may revise corporate income tax and other non-income tax laws which could impact the amount of tax due in such jurisdiction.

Our determination of our corporate income tax liability is subject to review and may be challenged by applicable U.S. and foreign tax authorities. Any adverse outcome of such challenge could harm our operating results and financial condition. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is complex and uncertain. Moreover, as a multinational business, we have subsidiaries that engage in many intercompany transactions in a variety of tax jurisdictions where the ultimate tax determination is complex and uncertain. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. Furthermore, as we operate in multiple taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views with respect to, among other things, the characterization and source of income or other tax items, the manner in which the arm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property. The taxing authorities of the jurisdictions in which we operate may challenge our tax treatment of certain items or the methodologies we use for valuing developed technology or intercompany arrangements, which could impact our worldwide effective tax rate and harm our financial position and operating results.

We are also subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property, and goods and services taxes in the United States and various foreign jurisdictions. A change in the tax law could impact tax positions which could result in an increased exposure related to such tax liabilities. Such changes could have an adverse effect on our operating results and financial condition.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” (as defined under Sections 382 and 383 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs and certain other tax attributes to offset post-change taxable income or taxes.

We have not performed a study to determine whether our NOLs are currently subject to Section 382 limitations. We may also experience a future ownership change under Section 382 of the Code that could affect our ability to utilize our NOLs to offset our income.

If our estimates or judgment relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nukkleus — Critical Accounting Policies”. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant estimates and judgments involve the identification of performance obligations in revenue recognition, evaluation of tax positions, inter-company transactions, and the valuation of stock-based awards and the fiat reserves we hold, among others. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of analysts and investors, resulting in a decline in the trading price of Nukkleus Common Stock.

The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. If financial accounting standards undergo significant changes, our operating results could be adversely affected.

The accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls. In addition, many companies’ accounting policies are being subject to heightened scrutiny by regulators and the public.

There remains uncertainty on how companies can account for blockchain transactions, value, and related revenue. Uncertainties in or changes to regulatory or financial accounting standards could result in the need to change our accounting methods, restate our financial statements or impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, result in a loss of investor confidence, and more generally impact our business, operating results, and financial condition.

Business metrics and other estimates are subject to inherent challenges in measurement, and our business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics.

We regularly review business metrics and other measures to evaluate growth trends, measure our performance, and make strategic decisions. For example, we measure transaction volumes and concentration. These metrics are calculated using internal company data and have not been validated by an independent third party. While these numbers are based on what we currently believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in such measurements. If we fail to maintain an effective analytics platform, our calculations may be inaccurate, and we may not be able to identify those inaccuracies.

Our business metrics may also be impacted by compliance or fraud-related bans, technical incidents, or false or spam accounts in existence on our platform. Our customers are primarily institutional and, though we believe there is no reason for them to establish multiple accounts with us unless such accounts serve a different business purpose for them, we permit our customers to hold and access multiple accounts, which could overstate the number of customers we serve. Though we rely predominantly on transaction volumes to make projections about our business, such customer metrics may also be used in our models. If our metrics provide us with incorrect or incomplete information about customers and their behavior, we may make inaccurate conclusions about our business.

We are subject to changes in financial reporting standards or policies, including as a result of choices made by us, which could materially adversely affect our reported results of operations and financial condition and may have a corresponding material adverse impact on capital ratios.

Our consolidated financial statements are prepared in accordance with GAAP, which are periodically revised or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by recognized bodies. It is possible that future accounting standards and financial reporting standards or policies,

including as a result of choices made by us, which we are required to adopt, could change the current accounting treatment that applies to our consolidated financial statements and that such changes could have a material adverse effect on our reported results of operations and financial condition, and may have a corresponding material adverse effect on capital ratios.

As a public company, we are required to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our stock.

We are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our stock could decline, and we could be subject to sanctions or investigations by the exchange on which shares of our stock are listed, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We might require additional capital to support business growth, and this capital might not be available or may require stockholder approval to obtain.

We have funded our operations since inception primarily through equity financings, convertible notes, and revenue generated by our products and services. We intend to continue to make investments in our business to respond to business challenges, including developing new products and services, enhancing our operating infrastructure, expanding our international operations, and acquiring complementary businesses and technologies, all of which may require us to secure additional funds.

Additional financing may not be available on terms favorable to us, if at all. If we incur additional debt, the debt holders would have rights senior to holders of Nukkleus’s commons stock to make claims on our assets, and the terms of any debt could restrict our operations.

We may be affected by fluctuations in currency exchange rates

We are potentially exposed to adverse as well as beneficial movements in currency exchange rates. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar could increase the cost of local operating expenses from sources outside the United States, and overseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Therefore, changes in exchange rates could harm our financial condition and results of operations.

Risks Related to Nukkleus’s Employees and Other Service Providers

In the event of employee or service provider misconduct or error, our business may be adversely impacted.

Employee or service provider misconduct or error could subject us to legal liability, financial losses, and regulatory sanctions, and could seriously harm our reputation and negatively affect our business. Such misconduct could include engaging in improper or unauthorized transactions or activities, misappropriation of customer funds, and misappropriation of information, failing to supervise other employees or service providers, or improperly using confidential information.

Employee or service provider errors, including mistakes in executing, recording, or processing transactions for customers, could expose us to the risk of material losses even if the errors are detected. Although we have implemented processes and procedures and provide trainings to our employees and service providers to reduce the likelihood of

misconduct and error, these efforts may not be successful. Moreover, the risk of employee or service provider error or misconduct may be even greater for novel products and services, and is compounded by the fact that many of our employees and service providers are accustomed to working at tech companies which generally do not maintain the same compliance customs and rules as financial services firms.

This can lead to high risk of confusion among employees and service providers, particularly in a fast growth company like ours, with respect to compliance obligations particularly including confidentiality, data access, trading, and conflicts. It is not always possible to deter misconduct and the precautions we take to prevent and detect this activity may not be effective in all cases. If we were found not to have met our regulatory oversight and compliance and other obligations, we could be subject to regulatory sanctions, financial penalties and restrictions on our activities for failure to properly identify, monitor and respond to potentially problematic activity, which could seriously damage our reputation. Our employees, contractors, and agents could also commit errors that subject us to financial claims for negligence, as well as regulatory actions, or result in financial liability. Further, allegations by regulatory or criminal authorities of improper transactions could affect our brand and reputation.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial condition.

We operate in a relatively new industry that is not widely understood and requires highly skilled and technical personnel. We believe that our future success is highly dependent on the talents and contributions of our senior management team, including Jamal Khurshid, our Chief Operating Officer, members of our executive leadership team, and other key service providers across finance, compliance, legal, talent and marketing.

Our future success depends on our ability to attract, develop, motivate, and retain highly qualified and skilled employees and service providers. The pool of qualified talent is extremely limited, particularly with respect to executive talent, engineering, risk management, and financial regulatory expertise. We face intense competition for qualified individuals from numerous software and other technology companies. To attract and retain key personnel, we incur significant costs, including salaries and benefits and equity incentives. Even so, these measures may not be enough to attract and retain the personnel we require to operate our business effectively. The loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business, could adversely impact our operating results and impair our ability to grow.

Our culture emphasizes innovation, and if we cannot maintain this culture as we grow, our business and operating results could be adversely impacted.

We believe that our entrepreneurial and innovative corporate culture has been a key contributor to our success. We encourage and empower our employees and service providers to develop and launch new and innovative products and services, which we believe is essential to attracting high quality talent, partners, and developers, as well as serving the best, long-term interests of our company. If we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork that has been integral to our business, in which case our products and services may suffer and our business, operating results, and financial condition could be adversely impacted.

Our officers, directors, employees, and large stockholders may encounter potential conflicts of interests with respect to their positions or interests in certain entities, and other initiatives, which could adversely affect our business and reputation.

We frequently engage with a wide variety of foreign exchange, CFD, payment processing and blockchain industry participants, as well as startups and growth companies. These transactions could create potential conflicts of interests in management decisions that we make. For instance, certain of our officers, directors, and employees are active investors in other growth companies themselves, and may make investment decisions that favor projects that they have personally invested in. Many of our large stockholders also make investments in such businesses. For more information, see the section titled “Certain Relationships and Related Transactions”. Our Chairman and Chief Executive Officer, Emil Assentato, and our Chief Operating Officer, Jamal Khurshid, are involved in a number of initiatives related to such businesses and more broadly, which could divert their time and attention from overseeing our business operations and have a negative impact on our business.

Risks Related to Government Regulation

We are subject to various laws and regulations, and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

Our business is subject to laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, which may include those governing financial services and banking, securities, broker-dealers, cross-border and domestic money transmission, foreign currency exchange, CFD exchange, blockchain technologies, privacy, data governance, data protection, cybersecurity, fraud detection, payment services, escheatment, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing.

The key elements of the regulatory framework that impact us include, but are not limited to, the following U.K. legislation:

•        The European Union 5th and 6th Money Laundering Directives,

•        The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer), Regulation 2017,

•        Proceeds of Crime Act 2002,

•        Terrorism Act 2000,

•        Counter Terrorism Act 2008,

•        Fraud Act 2006, and

•        Bribery Act 2010.

These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. For a discussion of our risk management framework and more detailed descriptions of the legislation and regulations applicable to Digital RFQ’s business, please see page 42.

We are currently regulated in the United Kingdom by the Financial Conduct Authority. We plan to expand our operations to other countries in future, including Dubai and Lithuania, in which case we would be subject to regulation in those jurisdictions. From our UK operations, we currently offer cross-border payment processing services, in numerous countries in Europe, Dubai, Sub-Saharan Africa and Asia. We offer payment processing services using blockchain technologies in the United Kingdom, the United States and Sub-Saharan Africa, and intend to develop such products and services across other regions. As a business, we do not differentiate between cross-border and domestic payment processing, so generally offer cross-border services in the countries in which we operate. While we believe our risk management and compliance frameworks are sufficient to ensure we remain in material compliance with the applicable laws, and regulations of the jurisdictions in which we operate, to the extent we do not comply with such laws, rules, and regulations, we could be subject to fines, revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition.

In addition to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies in the United States, United Kingdom and in other countries, may adopt new laws and regulations, or new interpretations of existing laws and regulations may be issued by such bodies or the judiciary, which may adversely impact the development of blockchain as a whole and our legal and regulatory status in particular by changing how we operate our business, how our products and services are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new licensing requirements, or imposing a total ban on transactions using blockchain technologies.

Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, financial condition or results of operations.

Federal, state and international regulatory agencies frequently adopt changes to their regulations or change the way existing regulations are applied. Regulatory or legislative changes to laws applicable to the financial industry, if enacted or adopted, may impact the profitability of our business activities, require more oversight or change certain of

our business practices, including the ability to offer new products and to continue offering our current products, and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations to comply and could have a material adverse effect on our business, financial condition and results of operations.

Various U.S. federal, state, and local and foreign governmental organizations and public advocacy groups have been examining the operations of businesses using blockchain technologies and networks, and the safety and soundness of platforms and other service providers that hold use such networks and technologies on behalf of users. Many of these entities have called for heightened regulatory oversight and have issued advisories describing the risks posed by blockchain technologies to users and investors. Use of blockchain technologies is novel and there is limited access to policymakers and lobbying organizations in many jurisdictions. Competitors from other, more established industries, including traditional financial services, may have greater access to lobbyists or governmental officials, and regulators that are concerned about the potential for stablecoins for illicit usage may affect statutory and regulatory changes. As a result, new laws and regulations may be proposed and adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways that harm the stablecoin and blockchain industry, which could adversely impact our business.

The regulatory environment to which we are subject gives rise to various licensing requirements, legal and financial compliance costs and management time, and non-compliance could result in monetary and reputational damages, all of which could have a material adverse effect on our business, financial position and results of operations.

There can be no assurance that we will be able to maintain our existing, or obtain additional, required regulatory licenses, certifications and regulatory approvals in the countries where we provide services or want to expand to. Furthermore, where we have obtained such regulatory licenses, certifications and regulatory approvals, there are costs and potential product changes involved in maintaining such regulatory licenses, certifications, and approvals, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering, capitalization, corporate governance or other requirements of such licenses. These factors could impose substantial additional costs and involve considerable delay to the development or provision of our products or services, or could require significant and costly operational changes or prevent us from providing any products or services in a given market.

These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity or unclear application to the business of non-traditional financial services. As a result, their application in practice may evolve over time as new guidance is provided by supervisory authorities and the interpretation of requirements by supervisory authorities and courts may be further clarified over time. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory bodies or supervisory authorities due to ambiguities related to their interpretation, application and practice, supervisory authorities may initiate legal and regulatory proceedings against us and our business, reputation, financial condition, results of operations and cash flow could be materially and adversely affected.

In certain countries, it may not be clear whether we are required to be licensed as a money transmitter, payment services provider, bank, financial institution, custodian, broker-dealer, exchange, or otherwise. Local regulators may use their power to slow or halt payments or otherwise prohibit us from doing business in a country. We and our local businesses do not only need to comply with the local laws and regulations, but also with certain laws and regulations with worldwide application. Further, because our services are accessible worldwide, one or more jurisdictions may claim that we or our customers or partners are required to comply with their laws. Laws regulating the internet, mobile and related technologies outside the United States may impose different, more specific, or even conflicting obligations on us, as well as broader liability.

If we are unable to commit sufficient resources to regulatory compliance, this could lead to delays and errors and may force us to choose between prioritizing compliance matters over administrative support for business activities, or may ultimately force us to cease offering certain products or services globally or in certain jurisdictions. Any delays or errors in implementing regulatory compliance could lead to substantial monetary damages and fines, public reprimands, a material adverse effect on our reputation, regulatory measures in the form of cease and desists orders, increased regulatory compliance requirements or other potential regulatory restrictions on our business, enforced suspension of operations and in extreme cases, withdrawal of regulatory licenses or authorizations to operate particular businesses, or criminal prosecution in certain circumstances.

In addition to non-compliance by us ourselves, we may in the future suffer negative consequences of non-compliance by third parties that use our payments and transfer infrastructure. We may also suffer negative consequences of customers operating businesses or schemes in violation of applicable rules and regulations whose activities we could be held responsible for monitoring and, where applicable, to denounce, interrupt or terminate the extension of services to such customers. We may be required to incur greater expenditures and devote additional resources and management time to addressing these liabilities and requirements, which could have an adverse effect on our business, financial position and results of operations.

The financial services industry is subject to intensive regulation. Major changes in laws and regulations, as well as enforcement actions, could adversely affect our business, financial position, results of operations and prospects.

In pursuit of a broad reform and restructuring of financial services regulation, national and supra-national legislatures and supervisory authorities, predominantly in the United States and Europe but also elsewhere, continue to introduce and implement a wide range of proposals that could result in major changes to the way our global operations are regulated and could have adverse consequences for our business, business model, financial position, results of operations, reputation and prospects. These changes could materially impact the profitability of our businesses or the value of our assets, require changes to business practices or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk and are likely to have a material impact on us.

The timing and full impact of new laws and regulations cannot be determined and are beyond our control. The introduction of these and other new rules and requirements could significantly impact the manner in which we operate, particularly in situations where regulatory legislation can interfere with or even set aside national private law. New requirements may adversely affect our business, capital and risk management strategies and may result in us deciding to modify our legal entity structure, capital and funding structures and business mix or exit certain business activities altogether, or determine not to expand in certain business areas despite their otherwise attractive potential.

The large number of legislative initiatives, in particular with respect to the financial services industry, requires constant attention from our senior management and consumes significant levels of resources to identify and analyze the implications of these initiatives. We may have to adapt our strategy, operations and businesses, including policies, procedures and documentation, to comply with these new legal requirements. Based on the volume of existing initiatives, it cannot be excluded that certain new requirements will not be implemented in a timely fashion or implemented without errors, or in a manner satisfactory to the applicable supervisory authority, resulting in non-compliance and possible associated negative consequences such as administrative fine or public reprimands. Additionally, we may be forced to cease to serve certain types of customers or cease to offer certain services or products as a result of new requirements. Any of the other above factors, events or developments may materially adversely affect our businesses, financial position and results of operations and prospects.

We are subject to laws, regulations, and executive orders regarding economic and trade sanctions, anti-bribery, anti-money laundering, and counter-terror financing that could impair our ability to compete in international markets or subject us to criminal or civil liability if we violate them. As we continue to expand and localize our international activities, our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by U.S. and non-U.S. regulators and governmental authorities.

As we expand and localize our international activities, we have and will become increasingly obligated to comply with the laws, rules, regulations, policies, and legal interpretations both of the jurisdictions in which we operate and those into which we offer services on a cross-border basis. Laws regulating financial services, the internet, mobile technologies, blockchain technologies, and related technologies outside the United States often impose different, more specific, or even conflicting obligations on us, as well as broader liability.

We are subject to various anti-money laundering and counter-terrorist financing laws and regulations around the world that prohibit, among other things, our involvement in transferring the proceeds of criminal activities. In the United States, most of our services are subject to anti-money laundering laws and regulations, including the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA”) and other similar laws and regulations. The BSA, among other things, requires money transmitters to develop and implement risk-based anti-money laundering programs, to report large cash transactions and suspicious activity, and, in some cases, to collect and maintain information about customers who use their services and maintain other

transaction records. Regulators in the United States and globally continue to increase their scrutiny of compliance with these obligations, which may require us to further revise or expand our compliance program including the procedures we use to verify the identity of our customers and to monitor transactions on our system, including payments to persons outside of the United States. Regulators regularly re-examine the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of customers, and any change in such thresholds could result in greater costs for compliance. We could be subject to potentially significant fines, penalties, inquiries, audits, investigations, enforcement actions, and criminal and civil liability if regulators or third-party auditors identify gaps in our anti-money laundering program and such gaps are not sufficiently remediated, or if our anti-money laundering program is found to violate the BSA by a regulator.

Despite our efforts to comply with the applicable laws, rules, and regulations, there can be no guarantee that these measures will be viewed as compliant. If we were to be found to have violated sanctions, or become involved in government investigations, that could result in negative consequences for us, including costs related to government investigations, financial penalties, and harm to our reputation. The impact on us related to these matters could be substantial. Although we have implemented controls and screening tools designed to prevent similar activity, there is no guarantee that we will not inadvertently provide our products and services to individuals, entities, or governments prohibited by U.S. sanctions or those of another jurisdiction to whose laws and regulations we may be subject.

Regulators worldwide frequently study each other’s approaches to the regulation of any novel or developing industry, including those using blockchain-enabled technologies. Consequently, developments in any jurisdiction may influence other jurisdictions. New developments in one jurisdiction may be extended to additional services and other jurisdictions. The European Commission, for example, has proposed revisions to the Anti-Money Laundering Directives, which could make compliance more costly and operationally difficult to manage. As a result, the risks created by any new law or regulation in one jurisdiction are magnified by the potential that they may be replicated, affecting our business in another place or involving another service. Conversely, if regulations diverge worldwide, we may face difficulty adjusting our products, services, and other aspects of our business with the same effect. These risks are heightened as we face increased competitive pressure from other similarly situated businesses that engage in regulatory arbitrage to avoid the compliance costs associated with regulatory changes.

We may operate our business in foreign countries where companies often engage in business practices that are prohibited by regulations applicable to us. We are subject to anti-corruption laws and regulations, including the FCPA and other laws that prohibit the making or offering of improper payments to foreign government officials and political figures. We have implemented policies, procedures, systems, and controls designed to identify and address potentially impermissible transactions under such laws and regulations; however, there can be no assurance that all of our employees, consultants and agents, including those that may be based in or from countries where practices that violate U.S. or other laws may be customary, will not take actions in violation of our policies, for which we may be ultimately responsible.

Our consolidated balance sheets may not contain sufficient amounts or types of regulatory capital to meet the changing requirements of our various regulators worldwide, which could adversely affect our business, operating results, and financial condition.

Effective management of our capital and liquidity is critical to our ability to operate our businesses, to grow organically and to pursue our strategy. As a regulated and licensed entity in various jurisdictions, we may be required to possess sufficient financial soundness and strength to adequately support our regulated affiliate entities. The maintenance of adequate capital and liquidity is also necessary for our financial flexibility in the face of turbulence and uncertainty in the global economy. We may from time to time incur indebtedness and other obligations which could make it more difficult to meet applicable regulatory requirements.

In addition, although we are not a bank holding company for purposes of United States law or the law of any other jurisdiction, as a global provider of financial services and in light of the changing regulatory environment in various jurisdictions, we could become subject to new capital requirements introduced or imposed by U.S. federal, state or international regulators. The changes to applicable current or future capital and liquidity requirements may require us to raise additional regulatory capital or hold additional liquidity buffers, for example because of different interpretations of or methods for calculating risk exposure amounts or liquidity outflows or inflows, or because we do not comply with ratios and levels, or instruments and collateral requirements that currently qualify as capital or capital risk mitigating techniques no longer do so in the future because of changes to the requirements or interpretations thereof. Any change or increase in these regulatory requirements could have an adverse effect on our business, operating results, and financial condition.

If we are unable to raise the requisite regulatory capital, we may be required to reduce the amount of our risk exposure amount or business levels, restrict certain activities or engage in the disposition of core and other non-core businesses, which may not occur on a timely basis or at prices which would otherwise be attractive to us, and such inability to raise sufficient regulatory capital could have an adverse effect on the market’s trust in respect of the long-term viability of our products and services, which could, for example, result in customers transferring to use our competitors’ platforms for financial transfer and payment infrastructure. As a result of stricter liquidity requirements or higher liquidity buffers, we may be required to optimize our funding composition which may result in higher funding costs for us, and in having to maintain buffers of liquid assets which may result in lower returns than less liquid assets. Furthermore, if we are unable to adequately manage our liquidity position, this may prevent us from meeting our short-term financial obligations. It is possible we may experience errors in currency handling, accounting, and regulatory reporting that leads us to be out of compliance with those requirements.

The above changes and any other changes that limit our ability to manage effectively our balance sheet, liquidity position and capital resources going forward, or to access funding sources, could have a material adverse impact on our financial position, regulatory capital position and liquidity provision.

We obtain and process a large amount of sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation, as well as have an adverse effect on our business.

Our operations involve the storage and/or transmission of sensitive information, including highly personal data of our customers. Consequently, we are subject to complex and evolving UK, European, and other jurisdictions’ laws, rules, regulations, orders and directives (referred to as “privacy laws”) relating to the collection, use, retention, security, processing and transfer (referred to as “process”) of personally identifiable information (referred to as “personal data”) in the countries where we operate. Much of the personal data that we process, especially financial information, is regulated by multiple privacy laws and, in some cases, the privacy laws of multiple jurisdictions. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us and our subsidiaries. Any failure, or perceived failure, by us to comply with our privacy policies or with any applicable privacy laws in one or more jurisdictions could result in proceedings or actions against us by governmental entities or others, including class action privacy litigation in certain jurisdictions, significant fines, penalties, judgments and reputational damages to us, requiring us to change our business practices, increasing the costs and complexity of compliance, any of which could materially and adversely affect its business, financial condition, results of operations and prospects.

Data protection, privacy and information security have become the subject of increasing public, media and legislative concern. If our customers were to reduce their use of our products and services as a result of these concerns, our business could be materially harmed. In addition, we are also subject to the possibility of security breaches, which themselves may result in a violation of these privacy laws. Any failure of us or our partners or others who use our services to adequately protect sensitive data could have a material and adverse effect on its reputation, business, financial condition, results of operations and prospects.

We are subject to complex and evolving laws, regulations, and industry requirements related to data privacy, data protection and information security across different markets where we conduct our business, including in the EEA, such laws, regulations, and industry requirements are constantly evolving and changing. Our actual or perceived failure to comply with such laws, regulations, and industry requirements, or our privacy policies/notices could harm our business by impairing customer trust and could subject us to fines and reputational harm.

Various local, state, federal, and international laws, directives, and regulations apply to our collection, use, retention, protection, disclosure, transfer, and any other processing of personal data. There is uncertainty and inconsistency in how these data protection and privacy laws and regulations are interpreted and applied, and they continue to evolve in ways that could adversely impact our business. These laws have a substantial impact on our operations directly as a data controller/business and as a data processor/service provider and handler for various offshore entities.

In the United States, state and federal lawmakers and regulatory authorities have increased their attention on the collection and use of consumer data. While our current product offering does not target retail consumers, some of our prior products have been offered to retail consumers. In the United States, non-sensitive consumer data generally may be used under current rules and regulations, subject to certain restrictions, so long as the consumer does not affirmatively “opt out” of the collection or use of such data. If an “opt-in” model or additional required “opt-outs” were to be adopted in the United States, less data could be available, and the cost of data would be higher.

California has enacted the California Consumer Privacy Act, or the CCPA, along with related regulations, in 2020 and the California Privacy Rights Act, or the CPRA, which has been passed and will become effective on January 1, 2023. The CCPA gives California residents new rights to access and request deletion of their personal data, opt out of the sale of personal data, and receive detailed information about how their personal data is processed. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that involving the loss of personal data. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. The CPRA significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal data and creating a new state agency to oversee implementation and enforcement efforts. While the CCPA currently has exemptions for business-to-business and human resources data, these exemptions are set to expire on January 1, 2023. It is unclear if they will be extended. The CCPA and CPRA may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal data, our financial condition, and our operating results.

Additionally, the CCPA has prompted a number of proposals for new federal and state-level privacy legislation, such as in Nevada, Virginia, Colorado, and others. Virginia’s legislation, the Consumer Data Protection Act, or CDPA, passed and becomes effective January 1, 2023. On June 8, 2021, the state of Colorado passed its bill, which is pending signature by the state governor. As of June 11, 2021, five states have proposed legislation under consideration in the local legislatures. As each new state law is passed, it could add increasing complexity to and significantly expand the scope of our compliance efforts, impact our business strategies, increase our potential liability, increase our compliance costs, and adversely affect our business.

As a result of our presence in Europe and our service offering in the European Union, we are subject to the European General Data Protection Regulation, which imposes stringent EU data protection requirements, and could increase the risk of non-compliance and the costs of providing our products and services in a compliant manner. A breach of the GDPR could result in regulatory investigations, reputational damage, fines and sanctions, orders to cease or change our processing of our data, enforcement notices, or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

Additionally, the UK Data Protection Act contains provisions, including its own derogations, for how GDPR is applied in the UK. We have to continue to comply with the GDPR and also the Data Protection Act, with each regime having the ability to fine up to the greater of €20 million (£17 million) or 4% of annual global turnover. The relationship between the UK and the EU remains uncertain, for example how data transfers between the UK and the EU and other jurisdictions will be treated and the role of the UK’s supervisory authority. On June 28, 2021, the European Commission issued the UK with an “adequacy decision” to facilitate the continued free flow of personal data from EU member states to the UK. However, this adequacy decision has a limited duration of four years in case there is a future divergence between EU and UK data protection laws. In the event that the UK maintains an equivalent standard.at the end of the four year period, it is open to the European Commission to renew its finding. In the event that the adequacy decisions is not renewed after this time, the adjustments required to facilitate data transfers from EU member states to the UK will lead to additional costs as we try to ensure compliance with new privacy legislation and will increase our overall risk exposure.

In addition, the GDPR imposes strict rules on the transfer of personal data out of the EU to a “third country”, including the United Kingdom or the United States. These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices. On July 16, 2020, the Court of Justice of the European Union invalidated the European Union-United States “Privacy Shield” (under which personal data could be transferred from the EU to U.S. entities that had self-certified under the Privacy Shield scheme) on the grounds that the Privacy Shield failed to offer adequate protections to EU personal data transferred to the United States. In addition, while the ECJ upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances.

Use of the standard contractual clauses must now be assessed on a case by case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals. The use of standard contractual clauses for the transfer of personal data specifically to the United States remains under review by a number of European data protection supervisory authorities, along with those of some other E.U. member states.

German and Irish supervisory authorities have indicated, and enforced in recent rulings, that the standard contractual clauses alone provide inadequate protection for E.U.-U.S. data transfers. As supervisory authorities continue to issue further guidance on personal data, we could suffer additional costs, complaints, or regulatory investigations or fines, and if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results.

We are also subject to evolving EU privacy laws on cookies and e-marketing. In the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and an EU regulation known as the ePrivacy Regulation will significantly increase fines for non-compliance once in effect. In the European Union informed consent, including a prohibition on pre-checked consents and a requirement to ensure separate consents for each cookie, is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. As regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, negatively impact our efforts to understand customers, adversely affect our margins, increase costs, and subject us to additional liabilities.

As these and other laws and regulations may continue to evolve and be enacted, or new interpretations of existing laws and regulations apply, it may require us to modify our data-processing practices, agreements and policies and to incur substantial costs in order to comply with this evolving regulatory landscape. Restrictions on the collection, use, sharing or disclosure of personal information or additional requirements and liability for security and data integrity could require us to materially modify our solutions and features, could limit our ability to develop new services and features and could subject us to increased compliance obligations and regulatory scrutiny. We use a variety of technical and organizational security measures and other measures to protect the data we process, in particular personal data pertaining to our customers, employees and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such personal data.

There is a risk that as we expand, we may assume liabilities for breaches experienced by the companies we acquire. Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and information security, it is possible that our practices or technology could fail, or be alleged to fail to meet applicable requirements. For instance, the overall regulatory framework governing the application of privacy laws to blockchain technology is still highly undeveloped and likely to evolve. Despite our efforts to choose vendors that meet applicable laws, regulations and other obligations relating to privacy, data protection, and information security and maintain robust security controls, it is possible that a vendor could fail to comply or experience a data breach impacting our data and our business. Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations and to prevent unauthorized access to, or use or release of personal data, or the perception that any of the foregoing types of failure has occurred, could damage our reputation or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, operating results, and financial condition.

We are and may continue to be subject to litigation, including individual and class action lawsuits, as well as regulatory audits, disputes, inquiries, investigations and enforcement actions by regulators and governmental authorities.

We have been and may from time to time become subject to material claims, arbitrations, individual and class action lawsuits, government and regulatory investigations, inquiries, actions or requests and other proceedings alleging violations of laws, rules, and regulations, both foreign and domestic, involving competition and antitrust law, intellectual property, privacy, data protection, information security, anti-money laundering, counter terrorist financing, sanctions, anti-corruption, accessibility claims, securities, tax, labor and employment, payment network rules, commercial disputes, services, and other matters.

The laws, rules and regulations affecting our business, including those pertaining to blockchain technologies, payment processing and financial transaction services, and other financial services, are subject to ongoing interpretation by the courts and governmental and supervisory authorities, and the resulting uncertainty in the scope and application of these laws, rules and regulations increases the risk that we will be subject to private claims, governmental and regulatory actions alleging violations of those laws, rules, and regulations.

The scope, determination, and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes, and proceedings to which we are subject cannot be predicted with certainty, and may result in:

•        substantial payments to satisfy judgments, fines, or penalties;

•        substantial outside counsel legal fees and costs;

•        additional compliance and licensure requirements;

•        loss or non-renewal of existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business;

•        loss of productivity and high demands on employee time;

•        civil or criminal sanctions or consent decrees;

•        termination of certain employees, including members of our executive team;

•        barring of certain employees from participating in our business in whole or in part;

•        orders that restrict our business or prevent us from offering certain products or services;

•        changes to our business model and practices;

•        delays to planned transactions, product launches or improvements; and

•        damage to our brand and reputation.

Any such matters can have an adverse impact, which may be material, on our business, operating results, or financial condition because of legal costs, diversion of management resources, reputational damage, and other factors.

Risks Related to Nukkleus’s Intellectual Property

Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.

Our business depends in large part on our proprietary technology and our brand. We rely on, and expect to continue to rely on, a combination of trademark, trade dress, domain name, copyright, and trade secret and laws, as well as confidentiality and license agreements with our employees, contractors, consultants, and third parties with whom we have relationships, to establish and protect our brand and other intellectual property rights. As of [_______], 2022, we held four registered trademarks in the United States, including “Forexware”, “XW”, “Total Broker Solution” and “Swordfish”, and also held one registered trademark in various foreign jurisdictions.

Our efforts to protect our intellectual property rights may not be sufficient or effective. Our proprietary technology and trade secrets could be lost through misappropriation or breach of our confidentiality and license agreements, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete with our business.

As we have grown, we have sought to obtain and protect our intellectual property rights in an increasing number of countries, a process that can be expensive and may not always be successful. For example, the U.S. Patent and Trademark Office and various foreign governmental intellectual property agencies require compliance with a number of procedural requirements to complete the trademark application process and to maintain issued trademarks, and noncompliance or non-payment could result in abandonment or lapse of a trademark or trademark application, resulting in partial or complete loss of trademark rights in a relevant jurisdiction. Further, intellectual property protection may not be available to us in every country in which our products and services are available. We may also agree to license our intellectual property to third parties as part of various agreements. Those licenses may diminish our ability, though, to counter-assert our intellectual property rights against certain parties that may bring claims against us.

In the future we may be sued by third parties for alleged infringement of their proprietary rights.

In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Our use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation.

We cannot guarantee that our internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon such rights. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products or services or using certain technologies, force us to implement expensive work-arounds, or impose other unfavorable terms. Our exposure to damages resulting from infringement claims could increase and this could further exhaust our financial and management resources. Further, during the course of any litigation, we may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of Nukkleus Common Stock may decline. Even if intellectual property claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and require significant expenditures. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, operating results, and financial condition.

Our and our ecosystem partners’ products and services, including the blockchain technologies on which our Platforms are built, contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could harm our business.

Our products and services contains software modules licensed to us by third-party authors under “open source” licenses. Also, the blockchain technologies on which our Platforms are built rely on open source licenses to operate. We also make certain of our own software available to customers for free under various open source licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our products and services.

Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our intellectual property. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.

Although we monitor our use of open-source software to avoid subjecting our products and services to conditions we do not intend, we have not recently conducted an extensive audit of our use of open source software and, as a result, we cannot assure you that our processes for controlling our use of open source software in our products and services are, or will be, effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face litigation or infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our products or services, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, operating results, and financial condition.

In addition, acquisitions outside our current operating jurisdictions often involve additional or increased risks including, for example:

•        managing geographically separated organizations, systems and facilities;

•        integrating personnel with diverse business backgrounds and organizational cultures;

•        complying with foreign regulatory requirements;

•        fluctuations in exchange rates;

•        enforcement and protection of intellectual property in some foreign countries;

•        difficulty entering new foreign markets due to, among other things, customer acceptance and business knowledge of these new markets; and

•        general economic and political conditions.

These risks may arise for a number of reasons: we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; we may face competition for acquisitions from other potential acquirers; we may need to borrow money or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to us; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for us to complete acquisitions; we may incur unforeseen obligations or liabilities in connection with acquisitions; we may need to devote unanticipated financial and management resources to an acquired business; we may not realize expected operating efficiencies or product integration benefits from an acquisition; we could enter markets where we have minimal prior experience; and we may experience decreases in earnings as a result of non-cash impairment charges.

We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

Delaware law and our Certificate of Incorporation and Bylaws will contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Nukkleus’s Certificate of Incorporation and bylaws contains provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Nukkleus Board and therefore depress the trading price of Nukkleus Common Stock. In addition, as a Delaware corporation, the Company will generally be subject to provisions of Delaware law, including the DGCL. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Nukkleus Board or taking other corporate actions, including effecting changes in management. For more information on the anti-takeover and other provisions in Nukkleus’s Certificate of Incorporation and the applicable provisions of Delaware law, see the section captioned “Anti-takeover provisions” beginning on page 207.

Such provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Nukkleus Board or management.

Any provision of Nukkleus’s Certificate of Incorporation or bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of the Company’s capital stock and could also affect the price that some investors are willing to pay for Nukkleus Common Stock.

Nukkleus’s Certificate of Incorporation, an amendment to Nukkleus’s Certificate of Incorporation, Nukkleus’s Bylaws and the proposed amendment to Nukkleus’s Certificate of Incorporation are attached as Exhibits 3.1, 3.2, 3.4 and 3.5 to this proxy statement/prospectus.

Risks Related to Brilliant’s Business and the Business Combination

Brilliant has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

Brilliant’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Brilliant’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this proxy statement/prospectus, Brilliant identified a material weakness in its internal control over financial reporting relating to its classification of extension deposits subject to possible redemption in permanent equity rather than temporary equity. Specifically, its management has concluded that our control around the interpretation and accounting for certain complex financial instruments, such as warrants, redeemable Public Units and Representative Shares, was not effectively designed or maintained. This material weakness resulted in the restatement of Brilliant’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Quarterly Reports on Form 10-Q for the periods ending June 30, 2021, September 30, 2021 and March 31, 2022.

As a result of this material weakness, Brilliant’s management concluded that its internal control over financial reporting was not effective as of June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022. Brilliant’s management has implemented remediation steps to improve its internal control over financial reporting. Specifically, Brilliant has expanded and improved its review process for complex securities and related accounting standards. Brilliant plans to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals. Brilliant’s management will need additional time to monitor and assess the ultimate effectiveness of the remediation steps.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results of operations on a timely and accurate basis. If Brilliant’s financial statements are not accurate, investors may not have a complete understanding of Brilliant’s operations. Likewise, if Brilliant’s financial statements are not filed on a timely basis, it could be subject to sanctions or investigations by the stock exchange on which its securities are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on Brilliant’s business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of its stock.

Brilliant can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if Brilliant is successful in strengthening its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of its financial statements.

Brilliant will be forced to liquidate the Trust Account if it cannot consummate a business combination by November 23, 2022 (or not later than January 23, 2023 if the life of the SPAC is further extended). In the event of a liquidation, Brilliant’s public shareholders will receive $[•] per Brilliant Ordinary Share and the Brilliant Warrants and the Brilliant Rights will expire worthless.

If Brilliant is unable to complete a business combination by November 23, 2022 (or not later than January 23, 2023 if the life of the SPAC is further extended), and is forced to liquidate, the per-share liquidation distribution will be $10.[__]. Furthermore, public Brilliant shareholders will forfeit the one-quarter Brilliant Warrant and the one-tenth Brilliant Right included in the Brilliant Units being redeemed. Assuming that [__] Brilliant Ordinary Shares held by public shareholders were redeemed (i.e., the maximum redemption scenario), the [__] retained outstanding public Brilliant Warrants would have an aggregate market value of approximately $[__] million, and the [__] retained outstanding public Brilliant Rights would have an aggregate market value of approximately $[__] million, based on the closing price on the Nasdaq of $[__] per Brilliant Warrant and $[__] per Brilliant Right as of [__], 2022. If a

substantial number of public shareholders exercise their redemption rights, shareholders would experience dilution to the extent such Brilliant Warrants are exercised for, and Brilliant Rights convert into, additional shares of the Combined Company’s common stock.

If third parties bring claims against Brilliant, the proceeds held in trust could be reduced and the per public share liquidation price received by holders of Brilliant Ordinary Shares may be less than $10.[__].

Brilliant’s placing of funds in trust may not protect those funds from third party claims against Brilliant. Although Brilliant has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Brilliant’s public shareholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of public shareholders. If Brilliant liquidates the Trust Account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, the Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, Brilliant cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for Brilliant shareholders may be less than $10.[__] per public Brilliant Ordinary Share due to such claims.

Additionally, if Brilliant is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Brilliant’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, Brilliant may not be able to return $10.[__] to its public shareholders.

Any distributions received by Brilliant shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Brilliant was unable to pay its debts as they fell due in the ordinary course of business.

Brilliant’s memorandum and articles of association provides that, as a result of extensions made to date, it will continue in existence only until November 23, 2022 (or not later than January 23, 2023 if the life of the SPAC is further extended). If Brilliant is unable to consummate a transaction within the required time period, upon notice from Brilliant, the trustee of the Trust Account will distribute the amount in its Trust Account to its public shareholders. Concurrently, Brilliant must pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Brilliant cannot assure Brilliant shareholders that there will be sufficient funds for such purpose.

Brilliant expects that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $39,734 of proceeds held outside the Trust Account as of June 30, 2022, although Brilliant cannot assure public shareholders that there will be sufficient funds for such purpose. Brilliant will depend on sufficient interest being earned on the proceeds held in the Trust Account to pay any tax obligations Brilliant may owe or for working capital purposes.

However, Brilliant may not properly assess all claims that may be potentially brought against us. As such, Brilliant shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, third parties may seek to recover from shareholders amounts owed to them by Brilliant.

If, after we distribute the proceeds in the Trust Account to Brilliant public shareholders, a liquidator is appointed in respect of Brilliant, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a liquidator could seek to recover all amounts received by shareholders. In addition, Brilliant’s board of directors may be viewed as having breached its fiduciary duty to creditors and/or having acted in bad faith, thereby exposing itself and us to claims of damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

Conducting the Business Combination through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which that could have a significant negative effect on the Combined Company’s financial condition, results of operations and the Common Stock price, which could cause Brilliant shareholders to lose some or all of their investment.

Conducting the Business Combination through a merger rather than an underwritten offering presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the business plan and any underlying financial assumptions. In this transaction there is no independent third-party underwriter selling the shares of Common Stock of the Combined Company, and, accordingly, the Combined Company’s shareholders (including Brilliant’s public shareholders) will not have the benefit of an independent review and due diligence investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering.

Although Brilliant has conducted due diligence on Nukkleus’s business, Brilliant cannot assure its shareholders that this due diligence has identified all material issues that may be present in Nukkleus’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Nukkleus’s business and outside of Brilliant’s and Nukkleus’s control will not later arise. As a result of these factors, the Combined Company may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Further, although Brilliant performed a due diligence review and investigation of Nukkleus in connection with the Business Combination, Brilliant has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering, and therefore Brilliant’s due diligence review and investigation should not be viewed as equivalent to the review and investigation that an underwriter would be expected to conduct. Even if Brilliant’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Brilliant’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the Combined Company’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause Brilliant to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of its obtaining debt financing thereafter. Accordingly, any Brilliant shareholders or warrant holders who choose to remain stockholders or warrant holders of the Combined Company following the business combination could suffer a reduction in the value of their securities. These Brilliant shareholders or warrant holders are unlikely to have a remedy for the reduction in value.

In addition, because the Combined Company is not conducting a traditional underwritten initial public offering, security or industry analysts may not provide, or may be less likely to provide, coverage of the Combined Company. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of the Combined Company than they might if the Combined Company conducted a traditional underwritten initial public offering, because they may be less familiar with the Combined Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Combined Company’s Common Stock could have an adverse effect on the Combined Company’s ability to develop a liquid market for the Common Stock.

Brilliant shareholders who wish to redeem their public shares in connection with a proposed business combination must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Brilliant is requiring shareholders who wish to redeem their Brilliant Ordinary Shares to either tender their certificates to Continental or to deliver their Brilliant Ordinary Shares to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the Brilliant Meeting. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is Brilliant’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because Brilliant does not have any control

share issuances. Redemption of the outstanding Brilliant Warrants could force holders (i) to exercise the Brilliant Warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the Brilliant Warrants at the then-current market price when the holder might otherwise wish to hold its Brilliant Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Brilliant Warrants are called for redemption, is likely to be substantially less than the market value of the Brilliant Warrants. The private Brilliant Warrants are not redeemable by Brilliant so long as they are held by the initial purchasers or their permitted transferees.

In the event Brilliant determines to redeem the public Brilliant Warrants, holders of redeemable Brilliant Warrants would be notified of such redemption as described in Brilliant’s Warrant Agreement. Specifically, in the event that Brilliant elects to redeem all of the redeemable Brilliant Warrants as described above, it shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by Brilliant not less than 30 days prior to the Redemption Date to the registered holders of the redeemable Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable Brilliant Warrants will be notified of such redemption via Brilliant’s posting of the redemption notice to DTC.

If Brilliant’s shareholders exercise their registration rights with respect to their shares, it may have an adverse effect on the market price of Brilliant Ordinary Shares.

Brilliant’s Initial Shareholders are entitled to make a demand that Brilliant register the resale of their founder shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the holders of Representative Shares, the Brilliant Private Units and any Brilliant Units the Sponsor, Initial Shareholders, officers, directors, or their affiliates may be issued in payment of working capital loans made to Brilliant, are entitled to demand that Brilliant register the resale of the Representative Shares, Brilliant Private Units and any other Units Brilliant issues to them (and the underlying securities) commencing at any time after Brilliant consummates an initial business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 1,250,000 Brilliant Ordinary Shares (including 100,000 shares held by the Representative) and 261,000 Brilliant Units (and underlying securities) eligible for trading in the public market. The presence of these additional shares trading in the public market may have an adverse effect on the market price of the Combined Company’s securities.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of the Combined Company’s securities may decline.

The market price of the Combined Company’s securities may decline as a result of the Business Combination if:

•        the Combined Company does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•        The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

Brilliant’s directors and officers may have certain conflicts in determining to recommend the Business Combination, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

Brilliant’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, interests of Brilliant shareholders, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the Brilliant Ordinary Shares and Brilliant Private Units (including the underlying securities) owned by Brilliant’s management and directors, or their affiliates and associates, would become worthless if the Brilliant Business Combination Proposal is not approved and Brilliant otherwise fails to consummate a business combination prior to November 23, 2022 (or up to not later than January 23, 2023, if the life of the SPAC is further extended). See “Brilliant Proposal 1 — The Brilliant Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page 132 for additional information.

Brilliant’s shareholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that Brilliant’s current stockholders have on the management of the Combined Company.

It is anticipated that upon completion of the Business Combination, the existing Nukkleus stockholders will own approximately [83]% of the outstanding common stock of the Combined Company, Brilliant’s public shareholders will retain an ownership interest of approximately [8]% in the Combined Company, and the Sponsor, officers and directors of Brilliant will retain an ownership interest of approximately [9]% in the Combined Company.

The ownership percentage with respect to the Combined Company does not take into account (i) the redemption of any public Ordinary Shares by Brilliant’s public shareholders or (ii) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Plan. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by Brilliant’s shareholders in the Combined Company will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The table below presents possible sources of dilution and the extent of such dilution that non-redeeming public holders of Brilliant Ordinary Shares could experience in connection with the Closing for two redemption scenarios. In an effort to illustrate the extent of such dilution, the table below assumes (i) the exercise of all 4,600,000 public Brilliant Warrants and 261,000 private Brilliant Warrants, and (ii) the conversion of all 4,600,000 public Brilliant Rights and 261,000 private Brilliant Rights into shares of Common Stock, but does not assume the issuance of any equity awards under the Incentive Plan.

____________

(1)      Scenario 2 assumes redemptions of 564,936 Brilliant Ordinary Shares for aggregate redemption payments of $10.0 million using a per-share redemption price of $10.48. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Information” for more information. Includes 460,000 Brilliant Rights to be converted into an equal number of PubCo Common Stock upon consummation of the Business Combination.

(2)      In Scenarios 1 and 2, the [•] Brilliant founder shares included in this number are subject to certain share-performance-based vesting provisions pursuant to which 50% of the founder shares will vest one year after the closing of the Business Combination, and the remaining 50% will vest on the earlier of one year after the date of the consummation of the Business Combination and the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after the Business Combination.

Risks Related to Brilliant’s Location in China

The PRC governmental authorities may take the view now or in the future that an approval from them is required for an overseas offering by a company affiliated with Chinese businesses or persons or a business combination with a target business based in and primarily operating in China.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued Opinions on Strictly Cracking Down on Illegal Securities Activities in accordance with the Law (“Opinions”). These Opinions have laid the groundwork for strengthening the Chinese government’s monitoring of illegal securities activities in China and the supervision of overseas listings by China-based companies. The Opinions generally provide that existing laws and regulations regarding data security, cross-border data transmission, and the protection of classified information should be further supplemented, and that the PRC government will seek to deepen its cross-border audit supervision cooperation with regulatory bodies in other countries in law-based and reciprocal manner.

The PRC government has significant oversight and discretion over the conduct of a PRC company’s business and may intervene with or influence its operations, with limited notice, as the government deems appropriate to further regulatory, political and societal goals. Any such action, once taken by the PRC government towards a company with China nexus as Brilliant’s executive offices are located in China, even if Nukkleus does not have any substantive operations in China, could significantly limit or completely hinder Brilliant’s ability to consummate the Business Combination. For example, if Brilliant is required by any new regulation to obtain prior approval to complete the Business Combination, the Business Combination could be significantly delayed, and Brilliant cannot guarantee you that it will eventually be able to obtain such approval.

Moreover, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to us, it may subject us to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice or intervening in Brilliant’s business at any time.

The Chinese government has indicated its intent to intervene in or influence a PRC company’s business operations at any time or to exert more oversight and control over offerings conducted overseas and foreign investment in China-based issuers.

Statements by the Chinese government in 2021 have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. The PRC has proposed new rules in 2021 that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over large China-based internet companies. On November 14, 2021, the CAC publicly solicited opinion on the Regulation on Network Data Security Management (Consultation Draft), which stipulated that data processors that undertake data processing activities using internet networks within China are required to apply for cybersecurity review if it conducts data processing activities that will or may have an impact on China’s national security. The review is mandatory if the data processor controls more than 1 million users’ personal information and intends to be listed in a foreign country, or if the data processor seeks to be listed in Hong Kong. As of the date of this prospectus, the Draft Regulation on Network Data Security Management has not been formally adopted. On December 28, 2021, the CAC, jointly with 12 departments under the State Council, implemented the Measures for Cybersecurity Review, which became effective on February 15, 2022. According to the Measures for Cybersecurity Review, operators of critical information infrastructure purchasing network products and services, and data processors carrying out data processing activities that affect or may affect China’s national security, are required to conduct a cybersecurity review. Operators, including operators of critical information infrastructure and data processors, who control more than 1 million users’ personal information must report to the Cyber Security Review Office for a cybersecurity review if it intends to be listed in a foreign country.

On June 10, 2021, the Standing Committee of the PRC National People’s Congress, or SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information. On August 20, 2021, the SCNPC adopted the Personal Information Protection Law, which took effect as of November 1, 2021. The Personal Information Protection Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the responsibilities for collection, processing, and use of personal information.

As Nukkleus is not based or located in, and does not conduct its principal business operations in, China (including Hong Kong and Macau), based on Brilliant’s understanding of currently applicable PRC laws and regulations, the Business Combination is not subject to the review or prior approval of the CAC or the CSRC. Further, Brilliant currently believes that the regulations or policies that have been issued by the CAC to date are not applicable to Brilliant’s officers and directors. However, uncertainties still exist due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the

categories of industries, persons and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder Brilliant’s ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Since none of Brilliant’s officers and directors has engaged in data activities or the processing of personal information in China, Brilliant believes its officers and directors are in full compliance with the regulations and policies that have been issued by the CAC to date. Although Nukkleus is not based or located in, and does not conduct its principal business operations in, China (including Hong Kong and Macau), Nukkleus may, or its customers, vendors or business partners may, collect or generate data in China. Given the PRC authorities have significant discretion in interpreting and applying the relevant cybersecurity and data laws and regulations, there is a risk that Nukkleus may be subject to cybersecurity review or other regulatory actions even though it is not based or located in and does not conduct its principal business operations in China.

Risks Related to Combined Company’s Common Stock and the Securities Market

The Combined Company’s stock price may fluctuate significantly.

The market price of the Combined Company’s common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

•        actual or anticipated fluctuations in the Combined Company’s results of operations due to factors related to its business;

•        success or failure of the Combined Company’s business strategies;

•        competition and industry capacity;

•        changes in interest rates and other factors that affect earnings and cash flow;

•        the Combined Company’s level of indebtedness, ability to make payments on or service indebtedness and the Combined Company’s ability to obtain financing as needed;

•        the Combined Company’s ability to retain and recruit qualified personnel;

•        the Combined Company’s quarterly or annual earnings, or those of other companies in the industry;

•        announcements by us or the Combined Company’s competitors of significant acquisitions or dispositions;

•        changes in accounting standards, policies, guidance, interpretations or principles;

•        the failure of securities analysts to cover, or positively cover, the Combined Company’s common stock after the Business Combination;

•        changes in earnings estimates by securities analysts or the Combined Company’s ability to meet those estimates;

•        the operating and stock price performance of other comparable companies;

•        investor perception of the Combined Company and its industry;

•        overall market fluctuations unrelated to the Combined Company’s operating performance;

•        results from any material litigation or government investigation;

•        changes in laws and regulations (including tax laws and regulations) affecting the Combined Company’s business;

•        changes in capital gains taxes and taxes on dividends affecting stockholders; and

•        general economic conditions and other external factors.

Once listed on Nasdaq, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, Nukkleus Common Stock may continue to be listed on OTC Pink Sheets, an inter-dealer automated quotation system for equity securities not listed on a national exchange. If our securities become delisted from Nasdaq for any reason, and are quoted on the OTC Pink Sheets, the liquidity and price of our securities may be more limited than if we were listed on Nasdaq or another national exchange. In such event, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        more limited liquidity for our securities;

•        a determination that Nukkleus Common Stock is a “penny stock” which will require brokers trading in Nukkleus Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

In the event that the combined company fails to satisfy any of the listing requirements of the Nasdaq Capital Market, Nasdaq may reject our application to list on Nasdaq, and the parties may waive the closing condition in the Merger Agreement that Nukkleus Common Stock be listed on Nasdaq at the closing of the business combination.

Following the merger, Nukkleus Common Stock is expected to be listed on the Nasdaq Capital Market. To list Nukkleus Common Stock on The Nasdaq Capital Market, Nukkleus will be required to comply with the listing requirements, including the minimum market capitalization standard, the corporate governance requirements and the minimum closing bid price requirement, among other requirements. In the event that Nukkleus fails to satisfy any of the listing requirements, Nasdaq may reject Nukkleus’s application to list its common stock on Nasdaq. Though the listing of Nukkleus Common Stock on Nasdaq is a condition to the closing of the business combination, the parties may waive such closing condition and proceed to close the business combination. If Nukkleus Common Stock is not listed on Nasdaq, it is likely to be more difficult to trade in or obtain accurate quotations as to the market price of Nukkleus Common Stock, and Nukkleus Common Stock is likely to continue to be listed on the OTC Pink Sheets. As a result, Nukkleus could face significant adverse consequences including:

•        a limited availability of market quotations for our securities;

•        more limited liquidity for our securities;

•        a determination that Nukkleus Common Stock is a “penny stock” which will require brokers trading in Nukkleus Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

An active trading market for Nukkleus Common Stock may not develop.

The listing of Nukkleus Common Stock on Nasdaq does not assure that a meaningful, consistent and liquid trading market exists. An active trading market for shares of Nukkleus Common Stock may never develop or be sustained. If an active market for Nukkleus Common Stock does not develop, it may be difficult for investors to sell their shares without depressing the market price for the shares or at all.

THE NUKKLEUS SPECIAL MEETING

General

Nukkleus is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the Nukkleus Board for use at the extraordinary general meeting to be held virtually at 10:00 a.m. Eastern Time, on [______], and at any adjournment or postponement thereof. This proxy statement/prospectus provides Nukkleus stockholders with information they need to know to be able to vote or direct their vote to be cast at the extraordinary general meeting.

Date, Time and Place of the Special Meeting

The extraordinary general meeting will be held virtually at 10:00 a.m. Eastern Time, on [_______]. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, Nukkleus has determined that the extraordinary general meeting will be a virtual meeting conducted via live webcast at https://[_____] in order to facilitate shareholder attendance and participation while safeguarding the health and safety of our shareholders, directors and management team.

Purpose of the Special Meeting

At the Nukkleus special meeting, Nukkleus is asking holders of Nukkleus Common Stock to consider and vote upon:

•        Nukkleus Proposal 1: The “Nukkleus Share Issuance Proposal” — to approve the issuance of Nukkleus Common Stock to Brilliant shareholders in accordance with the Agreement and Plan of Merger, dated as of February 22, 2022, (as may be amended from time to time, the “Merger Agreement”), by and Nukkleus and Brilliant Acquisition Corporation, a British Virgin Islands corporation (“Brilliant”), in connection with the transactions contemplated thereby, pursuant to which, among other things, (i) shareholders of Brilliant will surrender their Ordinary Shares of Brilliant and rights to acquire shares of Brilliant in exchange for newly issued shares of Nukkleus Common Stock, and (ii) a newly formed British Virgin Islands company and wholly owned subsidiary of Nukkleus will merge with and into Brilliant (the “Merger”), with Brilliant surviving the Merger as a wholly-owned subsidiary of Nukkleus (collectively with the other transactions described in the Merger Agreement, the “Business Combination”).

•        Nukkleus Proposal 2: The “Nukkleus Stock Split Proposal” — to approve an amendment to the certificate of incorporation of Nukkleus to effect a reverse stock split of Nukkleus Common Stock, at a ratio of 26.227 for one, the form of which is attached as Annex C to this proxy statement/prospectus.

•        Nukkleus Proposal 3: The “Nukkleus Incentive Plan Proposal” — to approve the Nukkleus 2022 Incentive Plan (the “Incentive Plan”), the form of which is attached as Annex D to this proxy statement/prospectus, which, among other items, reserves a number of shares of Nukkleus Common Stock for grant under the Incentive Plan.

•        Nukkleus Proposal 4: The “Nukkleus Adjournment Proposal” — to approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Recommendation of the Nukkleus Board

The Nukkleus Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Nukkleus’s stockholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Stock Split Proposal, and “FOR” the approval of the Adjournment Proposal.

THE BRILLIANT MEETING

General

Brilliant is furnishing this joint proxy statement/prospectus to the Brilliant shareholders as part of the solicitation of proxies by Brilliant’s board of directors for use at the Brilliant Meeting to be held on [•], 2022 and at any adjournment or postponement thereof. This joint proxy statement/prospectus is first being furnished to Brilliant shareholders on or about [•], 2022 in connection with the vote on the Brilliant Proposals. This joint proxy statement/prospectus provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Brilliant Meeting.

Date, Time and Place

The Brilliant Meeting will be held at [•] [•].m., Eastern Time, on [•] and conducted at [•], or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice.

Brilliant Meeting Registration

To register for the meeting, please follow these instructions as applicable to the nature of your ownership of Brilliant Ordinary Shares.

If your shares are registered in your name with Continental and you wish to attend the meeting, go to [•], enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to participate in the Brilliant Meeting.

Beneficial shareholders who wish to participate in the meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to [•]. Beneficial shareholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting Continental a beneficial holder will receive an email prior to the meeting with a link and instructions for entering the Brilliant Meeting. Beneficial shareholders should contact Continental at least five business days prior to the meeting date.

Accessing the Brilliant Meeting

You will need your control number for access. If you do not have your control number, contact Continental at the phone number or email address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental to have a control number generated. Continental contact information is as follows: 917-___-_____ or email proxy@continentalstock.com.

Record Date; Who is Entitled to Vote

Brilliant has fixed the close of business on [•], 2022, as the record date for determining those Brilliant shareholders entitled to notice of and to vote at the Brilliant Meeting. As of the close of business on [•], 2022, there were [•] Brilliant Ordinary Shares issued and outstanding and entitled to vote, of which [•] are public Brilliant Ordinary Shares, [•] are founder shares held by the Initial Shareholders, [•] are shares underlying Brilliant Private Units held by the Sponsor, officers and directors of Brilliant, and [•] are representative shares held by the Representative. Each holder of Brilliant Ordinary Shares is entitled to one vote per share on each Brilliant Proposal. If your shares are held in “street name,” you should contact your broker, bank or other nominee to ensure that shares held beneficially by you are voted in accordance with your instructions.

In connection with Brilliant’s IPO, Brilliant entered into certain letter agreements pursuant to which the Initial Shareholders agreed to vote any Ordinary Shares owned by them in favor of Brilliant’s initial business combination. As of the date of this joint proxy statement/prospectus, the Initial Stockholder hold approximately [•]% of the outstanding Brilliant Ordinary Shares.

Quorum and Required Vote for Shareholder Proposals

A quorum of Brilliant shareholders is necessary to hold a valid meeting. A quorum will be present at the Brilliant Meeting if, at the commencement of the meeting, there are present in person or by proxy Brilliant shareholders representing not less than 30% of the votes of the Brilliant Ordinary Shares entitled to vote on the resolutions to be considered at the meeting. Abstentions and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Brilliant Business Combination Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of the votes cast on each proposal.

The approval of the Brilliant Business Combination Proposal is a condition to the consummation of the Business Combination. If the Brilliant Business Combination Proposal is not approved, the Business Combination will not take place.

Voting Your Shares

Each Brilliant Ordinary Shares that you own in your name entitles you to one vote on each Proposal for the Brilliant Meeting. Your proxy card shows the number of Brilliant Ordinary Shares that you own.

There are two ways to ensure that your Brilliant Ordinary Shares are voted at the Brilliant Meeting:

•        You can vote your shares by signing, dating and returning the enclosed proxy card in the pre-paid postage envelope provided. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board. Brilliant’s board of directors recommends voting “FOR” each of the Proposals. If you hold your Brilliant Ordinary Shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that the votes related to the shares you beneficially own are properly represented and voted at the Brilliant Meeting.

•        You can participate in the Brilliant Meeting and vote during the Brilliant Meeting even if you have previously voted by submitting a proxy as described above. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Brilliant can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BRILLIANT BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSAL).

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify our proxy solicitor, [PROXY SOLICITOR], in writing before the Brilliant Meeting that you have revoked your proxy; or

•        you may participate in the Brilliant Meeting, revoke your proxy, and vote during the Brilliant Meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your Brilliant Ordinary Shares, you may contact [PROXY SOLICITOR], Brilliant’s proxy solicitor as follows:

[PROXY SOLICITOR]

No Additional Matters May Be Presented at the Brilliant Meeting

The Brilliant Meeting has been called only to consider the approval of the Brilliant Business Combination Proposal and the Brilliant Adjournment Proposal. Under our memorandum and articles of association, other than procedural matters incident to the conduct of the Brilliant Meeting, no other matters may be considered at the Brilliant Meeting if they are not included in the notice of the Brilliant Meeting.

Approval of the Brilliant Business Combination Proposal and the Brilliant Adjournment Proposal each requires the affirmative vote of a majority of votes cast on the Proposal.

Redemption Rights

Pursuant to our memorandum and articles of association, a holder of Brilliant Ordinary Shares may demand that Brilliant redeem such Brilliant Ordinary Shares for cash in connection with a business combination. You may not elect to redeem your Brilliant Ordinary Shares prior to the completion of a business combination.

If you are a public Brilliant shareholder and you seek to have your shares redeemed, you must submit your request in writing that we redeem your Brilliant Ordinary Shares for cash no later than [•] [•].m., Eastern Time on [•], 2022 (at least two business days before the Brilliant Meeting). The request must be signed by the applicable shareholder in order to validly request redemption. A shareholder is not required to submit a proxy card or vote in order to validly exercise redemption rights. The request must identify the holder of the Brilliant Ordinary Shares to be redeemed and must be sent to Continental at the following address:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor
New York, NY 10004
Attention: [•]
Email: [•]

You must tender the Brilliant Ordinary Shares for which you are electing redemption at least two business days before the Brilliant Meeting by either:

•        Delivering an instrument of transfer in favor of Brilliant together with certificates representing the Brilliant Ordinary Shares to Continental, or

•        Delivering the Brilliant Ordinary Shares electronically through the DWAC system.

Any corrected or changed written demand of redemption rights must be received by Continental at least two business days before the Brilliant Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the Brilliant Meeting.

Public shareholders may seek to have their Brilliant Ordinary Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Brilliant Ordinary Shares as of the record date for the Brilliant Meeting. Any public stockholder who holds Brilliant Ordinary Shares on or before [•], 2022 (at least two business days before the Brilliant Meeting) will have the right to demand that his, her or its Brilliant Ordinary Shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender an instrument of transfer in favor of Brilliant together with your certificates to Continental or deliver your Brilliant Ordinary Shares to Continental electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, at least two business days before the Brilliant Meeting.

If you wish to tender through the DWAC system, please contact your broker and request delivery of your Brilliant Ordinary Shares through the DWAC system. Delivering Brilliant Ordinary Shares physically may take significantly longer. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC, and Continental will need to act together to facilitate this request. It is Brilliant’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. Brilliant does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical certificate. Shareholders who request physical certificates and wish to redeem may be unable to meet the deadline for tendering their Brilliant Ordinary Shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a shareholder tenders its Brilliant Ordinary Shares and decides prior to the consummation of the Business Combination that it does not want to redeem its Brilliant Ordinary Shares, the shareholder may withdraw the tender. In the event that a shareholder tenders Brilliant Ordinary Shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Brilliant anticipates that a stockholder who tenders Brilliant Ordinary Shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by Brilliant’s public shareholders, Brilliant will redeem each Brilliant Ordinary Share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of [•], 2022, this would amount to approximately $[__] per share. If you exercise your redemption rights, you will be exchanging your Brilliant Ordinary Shares for cash and will no longer own the shares.

Notwithstanding the foregoing, a holder of the Brilliant Ordinary Shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the shares.

If too many public shareholders exercise their redemption rights, we may not be able to meet certain closing conditions, and as a result, would not be able to proceed with the Business Combination.

Appraisal Rights

Appraisal rights are available to shareholders of Brilliant in connection with the proposed Business Combination.

Proxies and Proxy Solicitation Costs

Brilliant is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Brilliant and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written joint proxy statement/prospectus and proxy card. Brilliant will bear the cost of solicitation. [PROXY SOLICITOR], a proxy solicitation firm that Brilliant has engaged to assist it in soliciting proxies, will be paid a fixed fee of approximately $[•] and be reimbursed out-of-pocket expenses.

Brilliant will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Brilliant will reimburse them for their reasonable expenses.

BRILLIANT PROPOSAL 1 — THE BRILLIANT BUSINESS COMBINATION PROPOSAL

Brilliant is asking its shareholders to approve the Business Combination and the other transactions as set out in the Merger Agreement. Brilliant’s shareholders should read carefully this joint proxy statement/prospectus in its entirety, including the subsection below titled “The Merger Agreement,” for more detailed information concerning the Business Combination and the terms and conditions of the Merger Agreement. Brilliant also urges shareholders to read carefully the Merger Agreement in its entirety before voting on this proposal. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

The Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the Business Combination.

On February 22, 2022, Nukkleus, entered into the Merger Agreement with Brilliant. The Merger Agreement provides that, promptly following the signing of the Merger Agreement, Nukkleus will form Merger Sub, a British Virgin Islands company and wholly owned subsidiary of Nukkleus, and cause Merger Sub to join the Merger Agreement by executing a joinder to the Merger Agreement and to assume all of the rights and obligations of Merger Sub under the Merger Agreement. The Merger Agreement further provides that, subject to satisfaction of certain conditions discussed below, Merger Sub will merge with and into Brilliant (the “Merger”), and each ordinary share of Merger Sub will be converted into one share of the surviving corporation, and the shares of Brilliant issued and outstanding immediately prior to the effective time of the Business Combination will be converted into the right to receive the Applicable Per Share Merger Consideration (as defined below). Additionally, the Combined Company will register certain of its securities for public trading on the Nasdaq Stock Market.

On, September 21, 2022, Nukkleus and Brilliant amended the Merger Agreement to extend the Outside Closing Date (as defined in the Merger Agreement), to the later of (i) October 23, 2022, or, (ii) following the approval by Brilliant’s shareholders of the extension of the life of the SPAC pursuant to Brilliant’s organizational documents, to the date so approved, but not later than January 23, 2023.

On September 28, 2022, Nukkleus and Brilliant further amended the Merger Agreement to increase the amount of the “Backstop Pool” (as defined in the Merger Agreement) of shares to be issued to Brilliant Public Shareholders in the Business Combination from the lower of (1) 506,000, and (2) 20% of the aggregate number of SPAC Shares and SPAC Rights issued and outstanding immediately prior to the Effective Time (each as defined in the Merger Agreement) prior to the Amendment to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of SPAC Shares and SPAC Rights issued and outstanding immediately prior to the Effective Time pursuant to the Amendment.

Nukkleus Reverse Stock Split

The Merger Agreement also contemplates that, prior to the effective time of the Merger, the Nukkleus board of directors will submit for approval by the Nukkleus shareholders an amendment to Nukkleus’s certificate of incorporation to authorize the board of directors to effect a reverse stock split of all outstanding shares of Nukkleus at a reverse stock split ratio such that 14.0 million shares of Nukkleus Common Stock will be outstanding immediately prior to the effective time (currently anticipated to be 1:26.227) or such other ratio as may be agreed between Nukkleus and Brilliant.

Business Combination Consideration

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Business Combination, the shares of Nukkleus issued and outstanding as of immediately prior to the Business Combination are being valued based on a pre-Merger consolidated equity value of the Nukkleus of $140,000,000.

In accordance with the terms and subject to the conditions of the Merger Agreement,

•        each Ordinary Share of Brilliant issued and outstanding immediately prior to the time the Merger becomes effective (other than Dissenting Shares (as defined in the Merger Agreement) and shares owned by Brilliant or any of its controlled entities, which will be cancelled for no consideration) will be converted into the right to receive the Applicable Per Share Merger Consideration as further detailed below;

•        each share of ordinary share of Merger Sub issued and outstanding immediately prior to the effective time will be converted into one share of common stock, par value $0.0001 per share, of the surviving corporation of the Merger; and

•        each Dissenting Share of Brilliant will be entitled to rely on such rights as are granted by the British Virgin Islands Business Companies Act, subject to certain conditions set forth in the Merger Agreement and in accordance with applicable law.

Treatment of Brilliant Securities

The “Applicable Per Share Merger Consideration” will be calculated as follows:

Treatment of Units.    Immediately prior to the effective time, by virtue of the Business Combination and without any action on the part of any holder thereof, units of Brilliant consisting of one Brilliant Ordinary Share, one right entitling the holder thereof to receive one-tenth (1/10) of one Brilliant Ordinary Share upon the consummation of an initial business combination, and one Brilliant warrant, entitling the holder thereof to purchase one Brilliant Ordinary Share at a price of $11.50 per Brilliant Ordinary Share, will automatically separate into one Brilliant Ordinary Share, one Brilliant right and one Brilliant warrant.

Treatment of Ordinary Shares.    At the effective time and following the Reverse Split, by virtue of the Business Combination and without any action on the part of any holder thereof, each Brilliant Ordinary Share that is issued and outstanding immediately prior to the effective time will thereupon be converted into the right to receive, and the holder of such Brilliant Ordinary Share will be entitled to receive, (a) with respect to each Brilliant Ordinary Share held by any SPAC Initial Shareholder, 1.0 shares of the Combined Company; and (b) with respect to each other Brilliant Ordinary Share, the sum of (x) 1.0 shares of the Combined Company, and (y) such number of shares of the Combined Company equal to the Pro Rata Share represented by such Brilliant Ordinary Share of the Backstop Pool (the “SPAC Public Share Exchange Ratio”), in each case, subject to rounding.

The “Backstop Pool” will equal a number of shares of the Combined Company equal to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant rights issued and outstanding immediately prior to the effective time.

The “Pro Rata Share,” with respect to any Brilliant Ordinary Shares or Brilliant rights, shall equal such number of Brilliant Ordinary Shares and/or Brilliant rights divided by the aggregate number of Brilliant Ordinary Shares and Brilliant rights issued and outstanding immediately prior to the effective time.

Treatment of Rights.    At the effective time and following the Reverse Split, by virtue of the Business Combination and without any action on the part of any holder thereof, each Brilliant right that is issued and outstanding immediately prior to the effective time will thereupon be converted into the right to receive, and the holder of such Brilliant right shall be entitled to receive, (a) with respect to each Brilliant right held by any Initial Shareholder, 0.1 shares of the Combined Company; and (b) with respect to each other Brilliant right, the sum of (x) 0.1 shares of the Combined Company, and (y) such number of shares of the Combined Company equal to the Pro Rata Share represented by such Brilliant right of the Backstop Pool, in each case, subject to rounding.

Treatment of Warrants.    At the effective time and following the Reverse Split, by virtue of the Business Combination and without any action on the part of any holder thereof, each Brilliant warrant that is issued and outstanding immediately prior to the effective time, will convert into and become (a) with respect to each Brilliant warrant held by any SPAC Initial Shareholder, 1.0 warrant exercisable to receive one share of the Combined Company; and (b) with respect to each other Brilliant warrant, a number of warrants equal to the SPAC Public Share Exchange Ratio, exercisable to receive one share of the Combined Company per warrant, subject to rounding, and the Combined Company will assume each Brilliant warrant in accordance with its terms. All other rights with respect to Brilliant Ordinary Shares under Brilliant warrants assumed by the Combined Company will thereupon be converted into rights with respect to shares of the Combined Company. Accordingly, from and after the effective time: (A) each Brilliant warrant assumed by the Combined Company may be exercised solely for shares of the Combined Company; (B) the number of shares of the Combined Company subject to such number of Brilliant warrants set forth in the previous sentence assumed by the Combined Company is one share of the Combined Company; (C) the per-share exercise price for shares of the Combined Company issuable upon exercise of set forth in the previous sentence assumed by the Combined Company will be an amount equal to the quotient of (i) $11.50, divided by (ii) the SPAC

Public Share Exchange Ratio; and (D) any restriction on any Brilliant warrant assumed by the Combined Company will continue in full force and effect and the terms and other provisions of such Brilliant warrant will otherwise remain unchanged.

Representations and Warranties

The Merger Agreement contains representations and warranties by Nukkleus and Brilliant that are customary for transactions similar to the Business Combination.

Nukkleus made representations and warranties relating to, among other things, (a) corporate existence and power, (b) authorization, (c) governmental authorization, (d) non-contravention, (e) capital structure, (f) issuance of shares, (g) charter documents, (h) corporate records, (i) assumed names, (j) subsidiaries, (k) consents, (l) financial statements, (m) books and records, (n) absence of certain changes, (o) properties and title to assets, (p) litigation, (q) contracts, (r) licenses and permits, (s) compliance with laws, (t) intellectual property, (u) customers and suppliers, (v) accounts receivable and payable and loans (w) pre-payments, (x) employees and employment matters, (y) withholding, (z) real property; (aa) accounts, (bb) tax matters, (cc) environmental laws, (dd) directors and officers, (ee) finders’ fees, (ff) powers of attorney and suretyships, (gg) information supplied, (hh) data protection, (ii) information technology, (jj) insurance, (kk) competition and trade regulation, (ll) affiliate agreements, (mm) certain business practices, (nn) money laundering laws, and (oo) status as an investment company.

Brilliant made representations and warranties relating to, among other things, (a) corporate existence and power, (b) authorization, (c) governmental authorization, (d) non-contravention, (e) finders’ fees, (f) capitalization, (g) information supplied, (h) data protection, (i) information technology, (j) insurance, (k) competition and trade regulation, (l) affiliate agreements, (m) certain business practices, (n) trust fund, (o) listing (p) board approvals, (q) SEC documents and financial statements, (r) litigation, (s) compliance with laws, (t) money laundering laws, (u) money laundering laws, (v) status as an investment company, (w) tax matters (x) contracts, and (y) alternative transactions.

The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the Business Combination, but their accuracy forms the basis of some of the conditions to the obligations of Nukkleus, Merger Sub and Brilliant to complete the Business Combination.

Covenants of the Parties

Each party agreed in the Merger Agreement to use its reasonable best efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by Nukkleus and Brilliant during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), including (a) the operation of their respective businesses in the ordinary course of business; (b) the provision of access to their offices, properties, books and records; (c) notifications of certain breaches, consent requirements, material adverse changes or other matters; (d) public filings; (e) provision of financial information by Nukkleus; (f) directors’ and officers’ indemnification insurance, (g) consummating a reverse stock split by Nukkleus; (h) efforts to consummate the Closing and obtain third party and regulatory approvals; (i) further assurances; (j) tax matters; (k) public announcements; (l) transaction expenses; and (m) PIPE investment.

Nukkleus agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with reasonable assistance from Brilliant, and file with the SEC this Registration Statement on Form S-4 (the “Registration Statement”) in connection with the registration under the Securities Act of the issuance of the Merger Consideration Shares to be issued to the Brilliant securityholders and containing a joint proxy statement/prospectus for the purpose of (i) Nukkleus and Brilliant soliciting proxies from their respective stockholders to approve the Business Combination Proposal and the other proposals at the Nukkleus Special Meeting and Brilliant special meeting, respectively, and (ii) providing such stockholders an opportunity in accordance with Brilliant’s organizational documents to have their Brilliant Ordinary Shares redeemed.

Nukkleus also agreed in the Merger Agreement to obtain the consent of third parties to the Business Combination as promptly as practicable after entering into the Merger Agreement.

Conditions to Closing

The obligations of Nukkleus and Brilliant to consummate the Business Combination is subject to the fulfillment or waiver of certain closing conditions, including, but not limited to, (i) the approval of Nukkleus’s stockholders, (ii) the approval of Brilliant’s shareholders, (iii) the approval of Nukkleus’s application for the listing on Nasdaq of Nukkleus Common Stock, and (iv) certain other closing conditions as set forth in the Merger Agreement.

In addition, the obligation of Nukkleus to consummate the Business Combination is subject to the fulfillment or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of Brilliant being true and correct to the standards applicable to such representations and warranties and each of the covenants of Brilliant having been performed or complied with in all material respects, (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred, (iii) Nukkleus having a gross amount of no less than $10,000,000 in cash and cash equivalents available to it immediately after the Closing, including the proceeds from the Trust Fund (prior to the payment of Transaction Costs), (iv) Brilliant remaining listed on Nasdaq, and (v) Brilliant’s unpaid debt, excluding certain transactions costs, not exceeding a threshold specified in the Merger Agreement.

The obligation of Brilliant to consummate the Business Combination is also subject to the fulfillment or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of Nukkleus being true and correct to the standards applicable to such representations and warranties and each of the covenants of Nukkleus having been performed or complied with in all material respects, (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred, and (iii) transactions costs of the Business Combination not exceeding certain thresholds set forth in the Merger Agreement.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by either Nukkleus or Brilliant if the Business Combination is not consummated by the later of (a) October 23, 2022, or, (b) following the approval by the Brilliant shareholders of the extension of the life of the SPAC pursuant to Brilliant’s amended and restated articles of association, to the date so approved, but not later than January 23, 2023, in which case the Sponsor would deposit additional funds into the Trust Account, (ii) by Brilliant if there is a material breach of the representations and warranties of Nukkleus, subject to a fifteen (15) day cure period following notice of such breach, and (iii) by Nukkleus upon a material breach of the representations and warranties of Brilliant, subject to a fifteen (15) day cure period following notice of such breach.

Certain Related Agreements

Stockholder Support Agreements

Concurrently with the execution of the Merger Agreement, certain holders of Nukkleus Common Stock entered into a Support Agreement with Brilliant (each, a “Nukkleus Stockholder Support Agreement”), pursuant to which each such holder agreed, among other things, (a) to vote all of the shares of Nukkleus beneficially owned by such holder (which vote may be done by executing a written consent) in favor of the adoption of the Merger Agreement and the approval of the Business Combination, and (b) not to engage in any transactions involving the securities of Brilliant prior to the Closing.

Lock-Up Agreements

At the effective time of the Business Combination, Nukkleus and certain shareholders of Brilliant will enter into lock-up agreements (the “Lock-Up Agreements”), pursuant to which, among other things, such shareholders will agree to be subject, for a one-year period, to restrictions on the transfer of the shares of Nukkleus Common Stock they receive in the Business Combination.

Registration Rights Agreement

At the effective time of the Business Combination, Nukkleus and certain shareholders of Brilliant will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Nukkleus will grant to such shareholders certain customary registration rights with respect to the shares of the Combined Company they receive in the Business Combination.

Background of the Business Combination

Brilliant was incorporated in British Virgin Islands as a blank check company in 2019 whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities. Although the efforts of Brilliant to identify a prospective target have not been limited to any particular industry or geographic region, Brilliant initially intended to focus on operating entities in consumer products, technologies, and auto industries across Asia-pacific regions (“Asia”) and the United States.

On June 23, 2020, Brilliant sold 4,000,000 units at a price of $10.00 per public unit in the IPO, generating gross proceeds of $40,000,000 to Brilliant. Each unit consists of one ordinary share, one warrant and one right. On June 23, 2020, Nisun Investment Holding Ltd., Brilliant’s sponsor, purchased an aggregate of 240,000 Private Units at $10.00 per private unit. The private units are identical to the units sold in the IPO, except that the private warrants are not redeemable so long as they are held by the purchaser or its permitted transferees. Additionally, the holders of the private units have agreed (A) to vote the shares underlying their private units in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to Brilliant’s Second Amended and Restated Memorandum and Articles of Association with respect to Brilliant’s activities prior to the consummation of a merger unless Brilliant provides dissenting public shareholders with the opportunity to convert their public shares in connection with any such vote, (C) not to convert any shares underlying the private units into the right to receive cash from the trust account in connection with a shareholder vote to approve an initial business combination or a vote to amend the provisions of Brilliant’s Second Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights or pre-business combination activity or sell their shares to Brilliant in connection with a tender offer Brilliant engages in and (D) that the shares underlying the private units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The purchasers have also agreed not to transfer, assign or sell any of the private units or underlying securities (except to transferees that agree to the same terms and restrictions) until the completion of an initial business combination.

The underwriters subsequently exercised the over-allotment option in full and the closing took place on June 30, 2020. The 600,000 over-allotment units were sold at a price of $10.00 per unit, generating gross proceeds to Brilliant of $6,000,000. The sale of the IPO units and over-allotment units generated aggregate gross proceeds of $46,000,000 to Brilliant. Simultaneously with the closing of the over-allotment units, Brilliant completed a private sale of 21,000 units (the private over-allotment units) to the sponsor, Nisun Investment Holding Ltd, at a purchase price of $10.00 per unit, generating gross proceeds of $210,000 to Brilliant.

Brilliant paid an up-front underwriting discount of $1,610,000 (3.5%) of the per unit offering price to the underwriter at the closing of the IPO and over-allotment, with an additional fee of $1,610,000 (the “Deferred Discount”) of 3.5% of the gross offering proceeds that was initially payable upon Brilliant’s completion of its initial business combination. Pursuant to the Business Combination and Marketing Agreement between Brilliant and EarlyBird Capital, the Deferred Discount was to become payable to the underwriter from the amounts held in the trust account solely in the event Brilliant completes its initial business combination. In the event that Brilliant did not close its initial business combination, the underwriter waived its right to receive the Deferred Discount. The underwriter was not entitled to any interest accrued on the Deferred Discount. EarlyBird Capital acted as the underwriter of the IPO. On June 17, 2022 Brilliant and EarlyBird Capital agreed to terminate, pursuant to a termination agreement, the Business Combination Marketing Agreement, and accordingly, the $1,610,000 Deferred Discount is no longer payable to EarlyBird Capital.

A total of $46,000,000, was placed in a US-based trust account at J.P. Morgan Chase Bank, NA., maintained by Continental Stock Transfer & Trust Company, acting as trustee, as of June 30, 2020.

Immediately after the closing of the IPO and over-allotment on June 30, 2020, the officers and directors of Brilliant began to contact potential targets for a business combination. In addition, Brilliant was contacted by a number of individuals and entities with respect to business combination opportunities, including stockholders and executives of potential target businesses and five investment banks that wished to show potential targets to Brilliant. The transactional criteria for the Brilliant management team included: (1) target is focusing on leading-edge technologies and applications; (2) target has prototypes, gone through the piloting process and is ready for massive production or market application; (3) target has landmark customers and revenue is growing rapidly; and (4) the market for the sector and subsector itself is immense.

Between June 30, 2020, and November 16, 2021, Brilliant reviewed approximately 59 potential merger targets and submitted four preliminary proposals to certain of these potential targets, including Nukkleus. Brilliant did not provide formal proposals to the other 55 potential targets primarily due to the lack of innovative technologies, unresponsiveness, early-stage technological development, or a management team that was insufficiently experienced with the US capital market. The Brilliant team held frequent discussions regarding various targets during this period both internally and externally with potential target management teams, and held meetings with sector professionals and experts. No discussions regarding a potential merger target were held prior to Brilliant’s IPO.

With regard to the three targets with which Brilliant submitted proposals and did not pursue a business combination:

Target One:    Target One was introduced to Brilliant by an acquaintance of the Sponsor who was also the chairperson in a local chamber of commerce. Target One was headquartered in China, and it was known to the principals of Brilliant as a leading private company focusing on internet technology applications in the tourism industry. On July 7, 2020, Brilliant held a conference call with Target One’s management team to discuss a potential transaction. Brilliant had a follow-up call with Target One’s CEO on July 9, 2020. The proposal included a pre-transaction valuation of US$250 million and a proposed a structure that would have issued 25 million new shares to the shareholders of Target One, resulting in Target One’s shareholders owning 80.3% of the outstanding shares in the combined company post — merger, assuming no redemptions by Brilliant’s shareholders. Brilliant presented this first proposal on July 15, 2020; however, Brilliant did not receive any substantive response as the target was pursuing an IPO in China.

Target Two:    Target Two was introduced to Brilliant by an advisor of Target Two on November 20, 2020. This advisor reached out to Brilliant upon learning that Brilliant had completed its IPO and was seeking a target business Target Two was known to the principals of Brilliant as a leading private company focusing on EV battery manufacturing in China. On December 3, 2020, Brilliant held a conference call with Target Two’s management team to discuss a potential transaction. Brilliant had a follow-up call with Target Two’s CEO and his financial advisor on December 17, 2020. The proposal included a pre-transaction valuation of US$500 million and a proposed structure that would have issued 50 million new shares to the shareholders of Target Two, resulting in Target Two’s shareholders owning 89.1% of the outstanding shares in the post-merger company, assuming no redemptions by Brilliant’s shareholders. Brilliant presented a second proposal on December 22, 2020, with a higher valuation at US$550 million; however, no counter offer was received from Target Two. On December 29, 2020, Target Two’s financial advisor informed Brilliant that Target Two would pursue its own IPO, and discussions with Target Two came to an end.

Target Three:    Target Three was introduced to Brilliant by an investment bank that had been retained by the target on March 10, 2021. This target was a leading brand in consumer products based in China, and was referred to Brilliant by an investment bank on March 10, 2021. The Brilliant team had a few conference calls with the investment bank discussing Target Three, and signed a letter of intent on April 23, 2021, in which Brilliant proposed a total consideration of US$110 million, consisting of the issuance of 10 million shares of the combined company and the assumption of $10 million in debt in order to acquire its 100% equity interest. The target started to prepare a US GAAP audit; however, the audit was still not completed after six months. The target management decided to pursue other alternative financing, and discussions with Target Three came to an end.

The Background of Brilliant’s Interaction with Nukkleus

On September 20, 2021, Nukkleus entered into a letter agreement with PK Asset Management, pursuant to which PK Asset Management provided transactional and financial advisory support, including preparation of financial statements, advisory services with respect to potential mergers and acquisition transactions, equity and debt capital raising and Nasdaq listing, in exchange for a monthly fee of GBP 5,000 from December 30, 2021, and options to acquire 1,000,000 shares of Nukkleus Common Stock. Pursuant to the letter agreement, Tony Percheron, chief executive officer and chief investment officer of PK Asset Management, acted as interim chief financial officer of Nukkleus from September 20, 2021, to August 1, 2022, at which time Mr. Percheron, a UK resident, was hired by Digital RFQ as chief financial officer. It is the intent of Nukkleus that Mr. Percheron take on the additional role as chief financial officer of Nukkleus following the closing of the business combination. Mr. Percheron was selected for his role as interim chief financial officer, and later as chief financial officer, due to his financial background and experience in public markets (for more information on Mr. Percheron’s background and qualifications, see page [__]). Nukkleus initially entered into the arrangement with PK Asset Management as Mr. Percheron was at the time resident

in Ireland and the arrangement whereby Nukkleus paid a foreign corporation for consulting services allowed Nukkleus to take on a non-US resident in the position. In his capacity as an employee of PK Asset Management, Mr. Porcheron did not provide a report, opinion or appraisal to Nukkleus regarding the business combination. For further information on Nukkleus’s agreement with PK Asset Management, including potential conflicts of interest with respect thereto, please refer to the section titled “Letter Agreement with PK Asset Management” on page 217.

In late October 2021, Jay Linde of Axiom Capital spoke with Craig Marshak, a member of the Nukkleus Board (see the section captioned “Director Compensation” on page 186 below for further information on Mr. Marshak’s arrangement with Nukkleus, and to the description of Mr. Marshak’s arrangement with FXDIRECTDEALER on page 217), to discuss a potential business combination between Nukkleus and Brilliant. Mr. Linde and Mr. Marshak were previously acquainted, having worked together over the prior 20 years. Mr. Linde was also acquainted with Emil Assentato, Nukkleus’s chief executive officer and board member, and believed Nukkleus’s business and global scale made it a potential candidate for a potential business combination with Brilliant.

On November 16, 2021, Brilliant signed engagement letters with RedEight Capital Limited (“RedEight”) and Axiom Capital Management Inc. (“Axiom”) as M&A advisors. On November 16, 2021, RedEight and Axiom introduced Nukkleus to Brilliant’s board of directors. Shortly after the introduction, between November 16 and November 19, 2021, Mr. Chen from RedEight had several conference calls with Nukkleus’s management team, including CEO Emil Assentato, COO Jamie Khurshid, and director Mr. Marshak.

On November 19, 2021, members of the Brilliant team including Dr. Jiang, Mr. Chen and Mr. Linde, had a group call with Nukkleus’s management team including Mr. Assentato, Mr. Khurshid, Mr. Marshak, and legal counsel to further discuss its operations and strategic growth in other fintech businesses, crypto-based payments, and digital assets. Both parties agreed to proceed to discuss a Letter of Intent (the “LOI”).

On November 20, 2021, Brilliant had an internal meeting to discuss the LOI. Brilliant decided that it would propose an equity valuation based on the market capitalization of Nukkleus over the preceding month of approximately $140 million, with consideration consisting of all stock. Brilliant had also consulted with Loeb & Loeb LLP, counsel to Brilliant (“Loeb & Loeb”), about the structure of the transaction given that Brilliant was going to merge with a publicly traded company.

On November 22, 2021, Nukkleus engaged ClearThink, a transaction advisor of which Mr. Marshak was and is a managing director, as financial advisor in connection with a potential business combination. In connection with Nukkleus’s engagement of ClearThink, ClearThink also proposed that Nukkleus engage First Sovereign, a registered broker-dealer affiliated with ClearThink, in the event that Nukkleus explored PIPE financing in connection with the potential business combination. Nukkleus determined that there was no immediate need to engage First Sovereign.

Between November 20 and 23, 2021, Brilliant and Nukkleus had a few discussions on the key terms of the LOI including transaction structure, a possible PIPE offering in connection with the closing of the Business Combination (although no PIPE was ultimately entered into in connection with the signing of the Merger Agreement), minimum cash at closing, and lock-ups. Negotiations were led by Mr. Marshak and Mr. Assentato representing Nukkleus, with its counsel ArentFox Schiff, as well as the Brilliant team consisting of Mr. Chen, Mr. Linde, Loeb & Loeb and Dr. Jiang. On November 24, 2021, Brilliant and Nukkleus signed the LOI, in which Brilliant proposed a total consideration of $140 million at a deemed price of $10.00 per share. This proposed valuation was based on Nukkleus’s market capitalization, which averaged approximately $140 million during the month leading up to the signing of the LOI. The valuation was further supported by Nukkleus’s internally budgeted EBITDA, which included $20 million of EBITDA from the Digital RFQ business after a full year of operations following the proposed merger.

Given Nukkleus’s limited trading volume, Brilliant did not believe that stock price was reflective of the Nukkleus valuation and therefore should not determine Nukkleus’s value. Given that Nukkleus was quoted on the OTC Markets, the proposed transaction structure had Brilliant merging with and into a subsidiary of Nukkleus and Brilliant’s Ordinary Shareholders being issued one share of Nukkleus common stock for each ordinary share of Brilliant owned by them. The fact that Brilliant was traded on Nasdaq was also a consideration, as Mr. Assentato believed that it would provide a benefit to Nukkleus shareholders if Nukkleus was able to leverage Brilliant’s listing status in support of Nukkleus’s planned application to list its Common Stock on Nasdaq, in providing increased liquidity of their shares of Nukkleus

Common Stock (though it was decided that, since Nukkleus was a listed company with a diverse shareholder base, the preferred transaction structure would have Brilliant merge with and into a subsidiary of Nukkleus, and becoming a wholly owned subsidiary of Nukkleus following the Merger).

After the LOI was signed, Brilliant formed a working group including its management team, its counsel Loeb & Loeb and financial advisors RedEight and Axiom. Nukkleus, ClearThink and ArentFox Schiff, counsel for Nukkleus, made up Nukkleus’s working group. Nukkleus began to prepare a data room for legal, financial, and operational due diligence.

On November 29, 2021, Mr. Linde, Stacey Sun of Axiom, Mr. Khurshid, Tony Porcheron of PK Asset Management, and Mr. Marshak held a conference call to go through Nukkleus’s financial model. The focus of the discussions were the key assumptions, understanding the driving force of sector growth, and the methodology of estimating customer pipeline and pipeline revenue. The financial model, projection assumptions, business sectors, customer pipeline and capex requirements were further discussed during calls on December 15, 2021, December 18, 2021, and January 31, 2022, including how certain business metrics, including payments and volumes and processing fees received by Nukkleus’s payment processing business, would be incorporated into the financial model, whether and how to incorporate industry trends in payment processing volumes in such model, the expected impact of Nukkleus’s increased marketing spend as a result of the Business Combination, and Nukkleus’s management’s expectation that payment networks using blockchain technology would ultimately replace the SWIFT payment processing network. The primary area of focus in these discussions was the rapid growth forecast in the payments business and corresponding growth in profits. As noted below, Nukkleus’s management forecasted a growth in revenue from approximately $22 million in FYE2021 to $291 million for FYE 2024, $182 million of which would be contributed from the payments and related services business. Nukkleus’s management provided a detailed analysis by current and prospective clients to support its revenue forecast which included 31 existing customers, 25 customers in the onboarding process and 16 prospective clients. Nukkleus’s management further explained that the forecasted expanded profit margins were a function of significant economies of scale for this business once the platform investment was completed. In addition, management emphasized the importance of marketing to support the forecasted plan. The total marketing and development investment was forecasted at $10 million over the subsequent 24 months. No other material discussions, negotiations, or terms were reached as a result of such discussions and negotiations (for a discussion of key assumptions of Nukkleus management model please refers to the section titled “Summary of Brilliant Financial Analysis” on page 123).

On November 30, 2021, Mr. Linde met with Dr. Jiang and Mr. Chen to review timeline and due diligence plan. The planned due diligence included obtaining information on Nukkleus’s background, industry, ownership, real property and intellectual property, personnel, operations, financial statements and regulatory requirements. Brilliant would prepare a detailed due diligence and Nukkleus agreed to prepare and upload responses to a virtual dataroom.

On December 2, 2021, Brilliant sent a due diligence list to Nukkleus. On the same day, Mr. Chen, Mr. Linde, ArentFox Schiff, Loeb & Loeb and Nukkleus’s management team including Mr. Assentato, Mr. Khurshid and Mr. Marshak had a group call to discuss the due diligence list. The purpose of the call was to align the relevant groups on the information requested and to discuss logistics relating to the organization and population of the virtual data room.

On December 6, 2021, Ms. Sun of Axiom followed up with Mr. Khurshid of Nukkleus on due diligence requests.

On December 7, 2021, Loeb & Loeb circulated a draft definitive merger agreement to all parties.

On December 8, 2021, RedEight and Axiom received due diligence documents from Nukkleus.

On December 14, 2021, Brilliant and Nukkleus teams including Dr. Jiang, Mr. Chen, Mr. Linde, Mr. Assentato, Mr. Khurshid, Mr. Marshak, and Robert Brown of ClearThink had a group call to discuss the merger agreement. Shortly after the group call, ArentFox Schiff circulated a revised draft of the merger agreement, and Nukkleus sent additional due diligence documents. The revised draft of the merger agreement (i) included materiality and other qualifiers on certain of the proposed representations and warranties of Nukkleus in the agreement, (ii) included an express acknowledgement of Brilliant that no representations and warranties of Nukkleus were made in connection with the Business Combination other than those set forth in the agreement; and (iii) included various clean-up drafting revisions to the agreement.

On December 15, 2021, Mr. Linde and Ms. Sun from Axiom reviewed comparable companies with Mr. Khurshid from Nukkleus and the latest Nukkleus financial forecast. The comparable companies included CMC Markets plc, Lion Group Holding Ltd., Plus500 Ltd., StoneX Group Inc., 9F Inc., Banxa Holdings Inc.,

Cantaloupe, Inc., Eqonex Limited, Future FinTech Group Inc., Galaxy Digital Holdings Ltd. and GreenBox POS. These companies were included because they were publicly traded, and active in either the fintech, digital or blockchain payment or foreign exchange trading industry sectors. Certain metrics of the comparable companies, including revenue, EBTIDA and net income were compared against the same metrics for Nukkleus as provided by Nukkleus’s management and reviewed against the previously discussed $140 million equity valuation based on the market capitalization of Nukkleus. The primary metrics utilized for the valuation analysis was the revenue multiples of [the most comparable companies] which yielded a 5x – 6x EV/Revenue multiple for FYE2021 and 3x – 4x EV/Revenue multiple for FYE2022. Other metrics were considered including EV/EBITDA and EV/Net income, as outlined in the table below and as outlined in the two tables on page [122] below.

To arrive at these multiples ranges Axiom focused on the most comparable companies, which included Cantaloupe, Greenbox and Eqonex. Axiom focused on the group of most comparable companies because their businesses focus on digital payments, which Nukkleus anticipates to be the most significant driver of future revenue and profit growth. CMC Markets plc, Lion Group Holding Ltd., Plus500 Ltd., StoneX Group Inc., 9F Inc., Banxa Holdings Inc., Future FinTech Group Inc., and Galaxy Digital Holdings Ltd. were also used in the comparable companies analysis, but were considered less comparable to Nukkleus for the following reasons:

•        The businesses of CMC Markets plc, Lion Group Holding Ltd., Plus500 Ltd., and StoneX Group Inc. focus on providing services for forex trading. While Nukkleus expects to provide forex trading technology, its main growth driver and business focus is digital payments. Similarly, 9F Inc. provides payment facilitation services but also has significant online lending and wealth management businesses. Therefore, 9F Inc. is considered less comparable than companies like Cantaloupe, Greenbox and Eqonex.

•        Banxa offers global and local payment options, but also focuses on Web3 projects and on-and-off-ramp solutions, and is thus considered less comparable than companies like Cantaloupe, Greenbox and Eqonex.

•        Future FinTech Group Inc. engages in the development of block chain-based technology, however, it’s main business focus is building and operating e-commerce platforms.

Galaxy Digital Holdings Ltd. operates in the digital asset, cryptocurrency, and blockchain technology industry. However, it considered less comparable to Nukkleus because Galaxy Digital Holdings Ltd is an asset management firm, which, unlike Nukkleus, offers trading, asset management, principal investments, investment banking, and mining services.

The primary assumptions underlying the projections are as follows:

The financial forecast summary received on December 15, 2021, from Nukkleus is as follows. Nukkleus decided to provide projections from the approximate expected date of the closing of the Business Combination to 2024 as Nukkleus’s existing internal management reports and analyses, including its budgets and sales projections, covered a three-year period. Nukkleus’s projections were calculated based on its analysis of existing customer history, its sales pipeline and historical sales conversion rates, with additional market penetration and sector and geographic growth rates based on its marketing budget and planning.

On December 16, 2021, ArentFox Schiff provided a draft copy of the disclosure schedules to the merger agreement to Loeb & Loeb.

On December 17, 2021, Ms. Sun of Axiom and Mr. Porcheron of PK Asset Management reviewed the latest Nukkleus management presentation. Among the items discussed were the slides relating to financial statements and projections, specifically relating to the presentation on the information in the management presentation. Loeb & Loeb provided an updated draft merger agreement to ArentFox Schiff, which draft included (i) the deletion of a provision that stated that Nukkleus had made no representations and warranties in connection with the transactions contemplated by the Merger Agreement other than those set forth therein, and (ii) an additional condition to the closing of the Business Combination that Nukkleus’s transaction expenses would not exceed $1,750,000 in advisory fees, $1,200,000 in legal fees and $500,000 in expenses related to a fairness opinion.

On December 18, 2021, Mr. Chen, Mr. Linde, Ms. Sun, Mr. Porcheron, Craig Vallis of Nukkleus, Jack Emidy of Nukkleus, Mr. Khurshid, and Mr. Marshak reviewed Nukkleus’s financial due diligence documents. Among the items discussed were the projections and the related key assumptions, growth rate, and customer pipeline with the primary objective being to gain an understanding of the basis for the Nukkleus management assumptions. Nukkleus’s management provided a detailed discussion on the basis for their assumptions.

On December 19, 2021, the Brilliant board provided follow-up comments to the due diligence documents and requested additional information, including regional and business line break downs, related party transactions, business licenses of Digital RFQ, and an update on Nukkleus litigation.

On December 20, 2021, ArentFox Schiff sent an updated draft of the merger agreement to Loeb & Loeb, which draft (i) included representations that the SPAC and Nukkleus had not and did not intend to take any action that would reasonably be expected to prevent the Business Combination from qualifying as a tax-free “reorganization” under Section 368 of the Code, (ii) removed a covenant requiring the Combined Company to file its tax returns following the consummation of the Business Combination in accordance with certain procedures set forth therein, and (iii) included a draft of Nukkleus’s Equity Incentive Plan to be adopted in connection with the consummation of the Business Combination.

On December 21, 2021, Brilliant received additional due diligence documents from Nukkleus. Axiom and RedEight provided their preliminary valuation analysis to Brilliant based on financial forecast provided by Nukkleus management on December 15, 2021, the analysis yielded a valuation range of $110 million-$132 million based on the fiscal year 2021 Nukkleus estimates, and a range of $213 million-$284 million based on the Nukkleus management forecast for fiscal year 2022. An overall period average range of $162 million-$208 million was provided. For each of these ranges, Axiom and RedEight were in agreement to rely on forecasts provided by Nukkleus’s management for the relevant period and compared against the same metrics for the comparable companies for those periods. As previously noted, the summary valuation reviewed with Brilliant’s board of directors utilized Nukkleus’s management forecast as compared against a group of comparable companies. The primary metrics considered were multiples of revenue and EBITDA over the subsequent two periods. Axiom and RedEight focused their analysis on two of the most comparable companies which yielded multiples of revenue in the range of 3.2-20.8x revenue (after elimination of an excessively high outlier) and a range of 2.5-5.9x for the one year forward revenue multiples. Based on these ranges Axiom and RedEight applied a multiple of 5-6x for 2021 and 3-4x for 2022 which yielded the valuation ranges noted. In addition, Brilliant management received follow-up questions from the Brilliant board regarding the status of Nukkleus’s 2021 annual results, legal due diligence work and compliance status. In addition, representatives of Brilliant asked representatives of Nukkleus for information about pending litigation to which Nukkleus was a party, an Adversary Proceeding filed in the United States Bankruptcy Court for the District of Massachusetts (Case No. 15-10745-FJB; Adversary Proceeding No. 16-01178) titled In re: BT Prime Ltd (the “BT Prime Litigation”), including the status of settlement negotiations and Nukkleus’s expectations with respect to liabilities in connection with the settlement. Representatives of Nukkleus informed representatives of Brilliant that they believed a settlement was imminent and that there would be no material liability to Nukkleus in the settlement.

On December 22, 2021, the Brilliant board asked for more information about the BT Prime Litigation and any related potential liability to Nukkleus. RedEight and Axiom communicated with Nukkleus regarding the follow-up information request from the Brilliant board regarding the BT Prime Litigation and business licenses. In response, Nukkleus provided a copy of the business license and advised that Nukkleus did not anticipate material liability to Nukkleus as a result of the litigation, the litigation would be settled in the near future prior to consummation of the Business Combination, and Mr. Assentato would indemnify Nukkleus against losses through the cancellation of Nukkleus Common Stock owned by him, up to an amount equal to the maximum liability Nukkleus would bear in any settlement related to the

BT Prime Litigation (for further information on the indemnification agreement entered into between Mr. Assentato and Nukkleus please see the description of the indemnification agreement on page 217). Nukkleus also arranged for Loeb & Loeb and ArentFox Schiff to discuss the litigation with Nukkleus’s litigation counsel to confirm Nukkleus’s representations.

On December 22, 2021, ArentFox Schiff sent a revised draft of the merger agreement to Loeb & Loeb, which draft (i) removed Merger Sub as a party to the Merger Agreement (as the parties had determined it would not be practicable to form the entity in the British Virgin Islands in time for the anticipated signing date), and provided for Merger Sub’s formation promptly following the signing of the Merger Agreement, and (ii) provided for the planned reverse stock split of Nukkleus Common Stock in connection with the closing of the Business Combination.

On December 23, 2021, Mr. Assentato, Schiff and Nukkleus’s litigation counsel spoke with Mr. Linde, Mr Chen and Loeb & Loeb to discuss the status of the BT Prime Litigation and the related settlement negotiations. Nukkleus’s litigation counsel informed Mr. Linde, Mr. Chen and Loeb & Loeb that they believed the settlement negotiations were at an advanced stage and they expected the litigation to be settled with no material liability to Nukkleus.

On December 24, 2021, Brilliant received additional responses related to near-to-middle-term customer revenue pipeline from Nukkleus; Mr. Linde and Ms. Sun of Axiom further discussed the customer pipeline with Mr. Vallis, Mr. Khurshid, Amber Hales of Nukkleus and Mr. Assentato; and additional updates on pending litigation from Mr. Assentato.

On December 24, 2021, representatives of Brilliant proposed that, as a condition to the entry into the Merger Agreement, Mr. Assentato personally indemnify Nukkleus for any liability Nukkleus was subject to in connection with the BT Prime Litigation or the proposed settlement of the BT Prime Litigation. On December 24, 2021, Mr. Assentato agreed to provide such indemnification in connection with Nukkleus’s entry into the Merger Agreement. Given the indemnification and the discussions with counsel for Nukkleus, the Brilliant board did not feel that an adjustment to valuation was warranted.

On December 27, 2021, representatives of Early Bird Capital including Steven Levine, David Nussbaum, and Mike Powell had a conference call with Mr. Assentato, Mr. Khurshid, and Mr. Marshak to discuss Nukkleus’s business.

On December 29, 2021, Loeb & Loeb received a revised draft of the merger agreement from ArentFox Schiff, which draft included a covenant that, in the event the closing of the Business Combination did not occur prior to March 23, 2022, Brilliant would use its best efforts to extend its life past such date. Later that day, Loeb & Loeb provided a draft of the proposed support agreement, and sent to ArentFox Schiff a revised draft of the merger agreement proposing a “commercially reasonable efforts” standard applicable to Brilliant’s obligation to seek an extension to its life in the event that the Business Combination did not close by March 23, 2022.

On December 30, 2021, the Brilliant team including Dr. Jiang and board secretary Wan Zhu had a group follow-up conference call with EarlyBirdCapital, RedEight, Axiom, Nukkleus, to review status of open items and confirm responses to Brilliant board’s follow-up questions.

On January 4, 2022, Brilliant conducted a board meeting to review responses to the follow-up questions from Nukkleus, and the proposed indemnity from Nukkleus relating to the ongoing litigation. The members of the Brilliant board of directors requested from Nukkleus clarification of certain due diligence matters regarding Nukkleus and the potential business combination, including whether Nukkleus and its subsidiaries were subject to financial industry or market regulation in Malta and other jurisdictions, and Nukkleus and its subsidiaries’ standing with any such regulators. On January 13, 2022, Nukkleus provided representatives of Brilliant with letters from counsel to Nukkleus addressing those matters, and stating that, to the best of Nukkleus’s counsel’s knowledge, there were no outstanding regulatory inquiries or issues with any regulatory agencies in connection with Nukkleus’s operations.

On January 6, 2022, ArentFox Schiff provided Loeb & Loeb with revised drafts of the merger agreement and disclosure schedules, which draft included adjustments to disclosures of Nukkleus’s capitalization and the resulting exchange ratios and exercise price applicable to Brilliant Ordinary Shares, rights and warrants as a resuilt of recalculations that were performed with Nukkleus’s latest stockholder report.

On January 7, 2022, Mr. Linde, Mr. Chen, Mr. Assentato and Mr. Marshak held conference call to review status and open items.

On January 10, 2022, the Brilliant board had further questions regarding the going-concern opinion in Nukkleus’s 2020 annual report on Form 10-K, and China regulations relating to cryptocurrency-related businesses.

On January 11, 2022, RedEight, Axiom, and Loeb & Loeb held a conference call to review the Brilliant board’s comments. All parties reviewed Nukkleus’s 2020 and 2021 annual reports on Form 10-K, and additional provisions in the merger agreement in response to board questions.

On January 12, 2022, RedEight, Axiom, and Loeb & Loeb had a conference call to review the Brilliant board’s questions regarding China regulations and compliance with licenses. Brilliant engaged China Tianyuan Law Firm to issue a legal opinion on compliance with China law by Nukkleus.

On January 15, 2022, China Tianyuan Law Firm issued a legal opinion to Brilliant relating to Nukkleus’s compliance with Chinese law.

On January 22-23, 2022, Mr. Marshak, Mr. Assentato and Mr. Linde and Mr. Chen discussed by telephone the status of the transaction. On January 26, 2021, Mr. Assentato delivered a letter to the Brilliant board, noting Nukkleus’s responses to the questions Brilliant’s board of directors had raised in its due diligence review of Nukkleus and the proposed business combination concerning the BT Prime Litigation and Nukkleus’s conduct of business. Mr. Assentato explained the reasons he believed Nukkleus should be an attractive merger candidate for Brilliant. Mr. Assentato asked that Brilliant’s board of directors give good-faith consideration to, and allow Brilliant’s shareholders to consider and vote upon, the proposed business combination, and reserved Nukkleus’s right to further recourse.

On February 7, 2022, a near-final merger agreement was distributed to the Brilliant board for its review, which draft included an additional condition on Nukkleus’s obligation to close the Business Combination that Brilliant deliver a fairness opinion in respect of the Business Combination. Also on February 7, 2022, Mr. Assentato sent a letter to the Brilliant board of directors urging the Brilliant board to authorize Brilliant’s entry into the Merger Agreement, and requesting a financial commitment from Brilliant to compensate it for the expenses Nukkleus had incurred in reviewing and negotiating the proposed business combination if the merger agreement were not entered into.

On February 15, 2022, Mitchell Cariaga, a member of the Brilliant board of directors, resigned from his position on Brilliant’s board.

On February 18, 2022, Xiaoying Sun, a member of the Brilliant board of directors, resigned from her position on Brilliant’s board. On February 22, 2022, Brilliant filed with the SEC a Current Report on Form 8-K announcing the resignations of Mr. Cariaga and Ms. Sun. Following Ms. Sun’s resignation, the remaining board members consisted of Brilliant’s Chairman, Dr. Peng Jiang, and Brilliant’s Audit Committee Chair Mr. Zan Wu. Because Brilliant was so close to the end of its life (March 23, 2022, if Brilliant’s memorandum and articles of association were not amended) the remaining directors realized that it would be almost impossible to recruit two new board members and for the new members review the applicable materials and approve an extension and the transaction prior to March 23, 2022. Given the time constraints the two remaining board members believed that approving the transaction and giving the Brilliant shareholders the opportunity to vote on it would be preferable to dissolving and therefore in the best interests of the shareholders. Furthermore, the Brilliant board considered that at the time of the closing of the Business Combination, shareholders would have the opportunity to vote on the transaction and/or redeem their Brilliant Ordinary Shares.

On February 18, 2022, the board of Brilliant (consisting of the two remaining members) held an extraordinary meeting to discuss the business combination with Nukkleus, at which time the merger agreement was approved.

On February 19, 2022, ArentFox Schiff sent to Loeb & Loeb an updated draft of the merger agreement (i) proposing June 23, 2022, as the outside date by which the closing of the Business Combination would be required to occur, or the parties would be entitled to terminate the merger agreement.

On February 21, 2022, a group conference call was held with all parties (Nukkleus, Brilliant, ArentFox Schiff, Loeb & Loeb, Axiom, RedEight, and Clear Think) to review final points on the merger agreement and related schedules. ArentFox Schiff delivered to Loeb & Loeb a revised draft of the merger agreement in which Nukkleus proposed (i) an outside date of March 23, 2022, or, in the event of an extension of the life of Brilliant past such date, September 23, 2022, and (ii) the establishment of the Backstop Pool, pursuant to which any public Brilliant shareholder not redeeming its shares prior to the closing of the Business Combination would be entitled to receive its pro rata share of a pool of shares of Nukkleus Common Stock equal to 10% of the shares otherwise proposed to be issued to Brilliant shareholders in the Business Combination (for further information on the Backstop Pool, please refer to the cover page).

On February 22, 2022 Brilliant and Nukkleus entered into the merger agreement.

On February 23, 2022, Brilliant and Nukkleus each issued a press release and filed a Current Report on Form 8-K to announce the merger.

On March 18, 2022, Axiom and RedEight received an updated forecast from Nukkleus management for use by Axiom and RedEight and by The Benchmark Company, LLC (“Benchmark”) in connection with the preparation of Benchmark’s fairness opinion attached hereto as Annex B, and as further discussed below, and further discussed the forecast with Mr. Khurshid and Mr. Porcheron. The modifications made by Nukkleus management from prior forecast was a change in the revenue expected from clients of the rapidly expanding payments business. Specifically, the confidence levels (revenue probabilities) were adjusted as follows:

•        Live customers and qualifying customers to 60% from 100%

•        Qualifying customers to 30% from 80%

•        Prospective customers to 10% from 20%.

The major rationale cited by Nukkleus management for reducing probabilities or confidence levels was a function of a more conservative approach to estimate customer transaction volumes, based on Nukkleus’s determination that customer onboarding, in particular its AML process, was expected to take longer than they had factored into the projections previously provided to Brilliant. In addition, Nukkleus’s management stated that the updated forecast reflected their current view on timing for completion of the merger and availability of funds to support marketing expenses. Nukkleus’s management emphasized the need for marketing investment to support assumed growth. Brilliant’s board of directors reviewed this updated forecast and discussed with RedEight and Axiom. It was determined that the valuation of $140.0 million was still supported by the revised forecast, which continued to show significant growth over the next few years. Nukkleus’s forecast reflected projected revenue of $44.4 million, $67.5 million and $155.2 million, and projected EBITDA of $17.2 million, $29.5 million and $102.4 million for FYE2022, FYE2023 and FYE2024, respectively (for a summary of the material financial analyses performed by Benchmark in connection with the preparation of its fairness opinion please refers to the section titled “Opinion of Brilliant’s Financial Advisor — Summary of Financial Analyses” on page 127). Nukkleus expected little variation from its previous forecasts as the initial forecasts were based on their existing customer base expanding its relationship with Nukkleus and gradually integrating their treasury and international payment processing functions with Nukkleus’s services. Declines in the projected revenues and EBITDA as compared with the prior forecasts were principally the result of a revised timeline to closing the Business Combination and its effect on timing of investment into marketing and technology, with the result that anticipating increases in revenues resulting from such investment were delayed. For these reasons, the Brilliant Board continued to recommend the Business Combination after reviewing Nukkleus’s updated forecasts.

The financial forecast summary received on March 18, 2022, from Nukkleus is as follows. Net income was excluded from the updated financials because Nukkleus believed that EBITDA was a metric better suited to the valuation analysis for which the projections were prepared.

On August 18, 2022, Nukkleus entered into a letter agreement (the “First Sovereign Agreement”) with First Sovereign. Under the terms of the First Sovereign Agreement, Nukkleus agreed to engage First Sovereign as its exclusive agent in the private placement of one or more classes or series of Nukkleus securities in connection with the anticipated PIPE financing being offered in connection with the anticipated closing of the business combination. In exchange for such private placement services, Nukkleus agreed to pay to First Sovereign (a) upon the closing of any such transaction, a cash fee equal to (i) 7.5% of the aggregate gross proceeds raised in such transaction through the sale of equity or equity-linked securities, or (ii) 5.0% of the aggregate gross proceeds raised through the sale of securities without any equity or equity-linked component, and (b) warrants to purchase 7.5% of the amount of equity or equity-linked securities issued in such transaction. Such warrants are exercisable at the effective price per share in such transaction, have an expiration date of five years from the closing of the business combination and include both cash and net issuance (cashless) exercise provisions. Pursuant to their respective engagements, ClearThink and First Sovereign have been engaged in searching for a potential PIPE financing transaction in connection with the closing of the business combination, but no agreement or arrangement has been entered into.

On September 21, 2022, the parties to the Merger Agreement entered into an Amendment No. 1 to the Merger Agreement (“Amendment No 1”) solely to extend the Outside Closing Date (as defined in the Merger Agreement), to the later of (i) October 23, 2022, or, (ii) following the approval by Brilliant’s shareholders of the extension of the life of the SPAC pursuant to Brilliant’s organizational documents, to the date so approved, but not later than January 23, 2023. The foregoing description of Amendment No 1 is not complete and is qualified in its entirety by the full text of Amendment No 1, which is filed herewith as Exhibit 2.2, and incorporated herein by reference.

On September 27, 2022, representatives of Nukkleus, including Mr. Assentato and Mr. Porcheron, representatives of Brilliant, including Mr. Chen, discussed increasing the size of the Backstop Pool in order to provide an additional incentive for Brilliant Public Shareholders not to redeem their Brilliant Ordinary Shares and to participate in the Merger. Nukkleus proposed, and the parties agreed to, a doubling of the amount of the Backstop Pool to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of SPAC Shares and SPAC Rights issued and outstanding immediately prior to the Effective Time. On September 28, 2022, the parties to the Merger Agreement entered into an Amendment No. 2 to the Merger Agreement (“Amendment No 2”), pursuant to which the amount of the Backstop Pool was increased from the lower of (1) 506,000, and (2) 20% of the aggregate number of SPAC Shares and SPAC Rights issued and outstanding immediately prior to the Effective Time to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of SPAC Shares and SPAC Rights issued and outstanding immediately prior to the Effective Time.

Background of Brilliant’s advisors

RedEight is a boutique advisory firm focusing on capital markets and cross-border equity transactions. The firm was founded in 2021 by seasoned professionals in global capital markets, M&A, and equity transactions. RedEight provides value-added services to investors across the globe and facilitates transactions including SPAC mergers. RedEight’s partners have advised parties involved in a number of SPAC transactions. One of RedEight’s partners, Mr. Chen, was acquainted with the Brilliant management team for a number of years, but RedEight was not engaged by Brilliant until November 16, 2021, when communications with Target Three came to an end. At that time, Brilliant decided to try to pursue a US target. Brilliant reached out to RedEight to act as its M&A advisor, because Mr. Chen was familiar with SPAC merger transactions in the US market and was well connected in US capital markets. Mr. Chen was also familiar with Jay Linde from Axiom as well, and both were finally engaged to work together to facilitate the merger process for Brilliant. RedEight’s role focused on internal preparation and communication relating to the transaction, while Axiom’s role focused on target communications. RedEight will be paid $1.60 million upon merger closing and Axiom will be paid $1.68 million upon merger closing.

Axiom is an independent asset management, investment bank and capital markets group servicing middle market companies, family offices and individual investors. Founded in 1984 by professionals with decades of global financial services experience, Axiom has provided full service securities, trading and asset management services for over 25 years.

Axiom’s Investment Banking group specializes in transaction-related and strategic advice. On average each member of its team has over 20 years of experience in banking, providing the firm with significant corporate finance experience and contacts, as well as lengthy sell-side and buy-side M&A experience. By pairing its bulge-bracket quality expertise with an intimate, personalized boutique environment, the firm can provide quality capital raising and advisory services to suit its clients’ needs. Over the years, Axiom’s Investment Banking group has completed numerous M&A and capital raising assignments for its clients, as well as related strategic advisory and valuation analyses.

The Reasons for Brilliant Board’s Approval of the Merger

Brilliant’s board reviewed various industry and financial data, materials presented by Nukkleus, public data disclosed by Reuters and other providers. The following were the highlights for board review:

•        Established position in rapidly growing digital payments sector

•        Global digital payment market estimated to equal $180 billion by 2026, CAGR of 15.4%%

•        Expanding customer base

•        Currently 17 active customers on the Nukkleus digital payment platform

•        Additional 15 customers in process of on boarding

•        Global platform

•        International client base

•        EU is largest market followed by USA, Middle East, Asia and Africa

•        experienced management team

•        Senior management has held leadership positions at major banking and trading firms such as Goldman Sachs, RBS, and Tradition

•        Valuable experience managing a public company

•        Opportunity for substantial revenue and earnings growth

•        Projected to increase revenue from $44mm to $155mm in next three years (see further detail below)

•        Attractive valuation compared to publicly traded companies in the digital payment and forex sectors. At a valuation of $140 million, Nukkleus is being valued at less than 1x forecasted FY2023 revenue. This represents a discount to the peer group below which trades at a median EV/revenue multiple of 1.6x, providing Nukkleus shareholders with a meaningful value creation opportunity.

EV/Revenue for FYE2021, and EV/Revenue for FYE2022 were the metrics used in the valuation of Nukkleus’s business. From the group of comparable companies reviewed, it was determined that Cantaloupe, Inc., Eqonex Limited, and GreenBox POS had the most similar businesses and were defined as the most comparable companies for the valuation analysis.

Below is a summary of the business of each of the companies considered as most comparable:

Cantaloupe, Inc., a digital payment and software services company, provides technology solutions for the unattended retail market. The company offers integrated solutions for payments processing, logistics, and back-office management. Similarly, Nukkleus is a financial technology company which is focused on providing software and technology solutions for the worldwide retail foreign exchange (“FX”) trading industry. Both Cantaloupe and Nukkleus are digital payment and software services company, and provide technology solutions and offers integrated solutions for payments processing. Cantaloupe’s service has some similarities to Nukkleus’s Digital RFQ service, which provides software, technology, customer sales and marketing and risk management technology hardware and software solutions package.

GreenBox POS, a technology company, engages in the development, marketing, and sale of blockchain-based payment solutions. It serves customers in various industries, including foreign exchange, retail, and e-commerce sectors. Nukkleus builds financial services for the digital world, developing blockchain and digital asset innovation for banking and payment services. GreenBox POS and Nukkelus both adopt blockchain technology and provide service to payments processing. Both GreenBox POS and Nukkelus serve in foreign exchange industry and retail market.

Equonex Limited, a digital asset financial services and advisory company, provides products, architecture, and infrastructure for the financial markets in the areas of digital asset ecosystem in Singapore and internationally. The company operates EQONEX, a cryptocurrency exchange that offers the trading of virtual currencies; an over-the-counter trading platform; Digivault, a warm and cold custodian platform for the custody of digital assets for institutional investors; and Access Trading, a digital asset trading tool and front-to-back integrated trading platform, as well as a risk management desk. It also provides asset management services; and EQONEX Capital that assists issuers seeking to access global capital markets through the issuance of either paper securities or digital securities. Similar to Equonex, Nukkelus is developing and adopting blockchain and digital asset innovation for banking and payment services. In addition, Nukkelus plans to expand its business in building trading platforms, infrastructure, and digital asset exchange for financial markets. The valuation analysis eliminated certain company metrics considered outliers as the relevant metric was well outside the peer group range. Specifics of each outlier are provided below.

•        We focused on the three most comparable companies in the valuation analysis because these companies have the most similar business to Nukkleus’s business, in particular the digital payment business which Nukkleus anticipates will be the most significant driver of future revenue and profit growth. Further, the data used for the valuation analysis focused on EV/revenue multiples because the EV/EBITDA and P/E multiples for most comparable were either negative or considered to be outliers (see the chart for the Nukkleus-Comparable Public Company Analysis on page 122). For example, 2021LTM and 2022 projected EBITDA for Eqonex Limited and GreenBox POS were negative, therefore were not used as valuation metrics.

•        Cantaloupe, Inc.’s EV/EBITDA 2021LTM period was 900.8x, which was considered as an outlier given that it was significantly higher than that of the other companies evaluated. Cantaloupe, Inc.’s EV/ EBITDA (2022E) multiple was 59.6x, which was considered as an outlier as it was much higher than EV/EBITDA 2022E multiples for the other comparable companies in the forex and digital/blockchain payment sectors.

As stated above, Eqonex Limited’s EV/Revenue (LTM) and EV/Revenue (Latest Annual) multiples, and Future FinTech Group Inc.’s EV/Revenue (Latest Annual) multiple were outliers and were not included in the analysis. When preparing the comparable analysis on Dec 15, 2021, Eqonex Limited’s LTM/ Latest annual are same period, both ended on Mar 31, 2021. For the period ended 3/31/21, Eqonex has an EV/Revenue multiple of 145.7x, and Future FinTech Group Inc.’s EV/Revenue (Latest Annual) multiple was 60x.

The multiple range of other comparable companies was 0.2x-20.8x. Thus, the corresponding metric for Eqonex Limited’s EV/Revenue (LTM), EV/Revenue (Latest annual), and Future FinTech Group Inc.’s EV/Revenue (Latest Annual) multiple, weremuch higher than other comparable companies, thus considered as outliers and excluded in analysis.

EBITDA and EV/Net income were considered as part of the valuation analysis but are not used as main metrics in valuation as, reflected below, most of the digital payment related comparable companies did not have a valid EV/EBITDA and P/E multiple.

The Brilliant board also considered a variety of uncertainties and risks and other potentially negative factors concerning this merger, including but not limited to the following:

•        Closing conditions — To successfully close the merger is hinging on conditions that are not under the control of Brilliant.

•        Benefits not realized — There are potential risks that the benefits of this merger may not be realized within the timeframe as expected.

•        Shareholder vote — There is a risk that current Brilliant shareholders may not provide votes which are necessary to effect this merger.

•        Liquidation of Brilliant — The risks and costs to Brilliant if the merger is not completed by later July 2022 after filing extension proxy, may cause Brilliant to be liquidated and the warrants to expire worthless.

•        Other risk factors — Other risks associated with this merger, and the business of Nukkleus itself as described in the section “Risk Factors.”

In addition to considering the factors described above, the board of Brilliant also considered that some shareholders of Brilliant may have different interests in this merger from those of officers and directors. Our independent director (Mr. Zan Wu) reviewed and considered these interests during decision making process, and finally unanimously approved the Merger Agreement.

The Brilliant board (consisting of Mr. Zan Wu and Dr. Peng Jiang) considered the financial projections described below and the consideration to be paid in connection with the business combination with Nukkleus and determined that they were reasonable and fair (the Benchmark fairness opinion was not available until after the board voted). Brilliant’s board of directors considered Nukkleus’s forecast reasonable not only based on the detailed assumptions and discussions conducted with Nukkleus’s management, as further detailed below, but also based on the board’s belief in its business model and competitiveness since it believe that the demand for Digital RFQ and other Nukkleus fintech offerings had significant future potential. Even when Nukkleus adjusted its forecast on March 18, 2022, to reduce revenues and EBITDA as shown below, the Brilliant board still considered the forecast to have been reasonable when made, because the board understood that the expected delay in the closing of the Business Combination and related financings would cause reduced expenditures in marketing and staffing than would have taken place if the Business Combination had closed more quickly. The consideration to be paid to Nukkleus, or the valuation of $140 million, was considered reasonable by Brilliant’s board of directors in light of the valuations of comparable companies and the significant growth forecasted for Nukkleus provided by Nukkleus’s management. In addition, the Brilliant board concluded that the potential benefits that it expected Brilliant and its shareholders to achieve as a result of the merger with Nukkleus outweighed the potential risks associated with the merger. Accordingly, the board (consisting of Mr. Wu and Dr. Jiang) unanimously determined that the Merger Agreement and the merger were advisable, fair to, and in the best interest of Brilliant and its shareholders. Later, on April 11, 2022, after the two new board directors (Brian Ferrier and Yebo Shen) joined, the board of directors, including its new members, had a meeting to review the Benchmark fairness opinion, and the board determined that the fairness opinion validated the Company’s final decision. Therefore, Brilliant’s board continued to recommend the business combination with Nukkleus.

The Brilliant board recommends a vote FOR the merger, and each of other proposals — the board have interests that may be different from, or in addition to your interests as a shareholder.

Summary of Brilliant Financial Analysis

Basis for Valuation

After careful consideration, the board of Brilliant recommends that its shareholders vote “FOR” the approval of the Business Combination.

The key elements of the Brilliant financial analysis included:

•        Compelling opportunity for revenue and earnings growth driven by Nukkleus’s digital payments business per the financial forecast received by Nukkleus’s management on December 15, 2021.

Based on the public market comparables analysis, a valuation range of $110MM-$132MM based on the FY2021 Nukkleus estimates, and a range of $213MM-$284MM based on the Nukkleus management forecast for FY2022. This resulted in an overall period average range of $162MM-$208MM.

•        Profitable business model with significant operating leverage.

•        EBITDA margin projected at 23% by 2023 driven by Nukkleus’s shared platform model which produces enhanced profitability.

•        Strong and established customer pipeline provides revenue visibility.

•        Driven by high growth digital payments business.

•        17 active clients.

•        15 clients in onboarding process.

•        23 prospects in qualifying stage.

•        Early market entrant in fast growing sector with unique technology offering.

•        Attractive value proposition to institutional clients.

•        Lower cost of global cross border transfers.

•        Single platform to allow the secure and compliant purchase, transfer and custody of digital assets.

•        Attractive valuation

•        The Brilliant board looked at valuation based on the forecast provided by Nukkleus management for FY2022-2024. The board considered a number of key factors including level of customer acceptance, regulatory requirements, size of addressable market and experience of management. The board compared the scale of Nukkleus and growth outlook to valuation multiples of relevant publicly traded payments and FX trading sectors. This analysis resulted in a favorable comparison of Nukkleus at $140 million enterprise value relative to the comparable group of companies. While the Brilliant board did review the shortfall in Nukkleus’s 2021 actual results as compared to its projections, the net loss from operations was in line with estimates. In addition, the Brilliant board believes that the main driver of revenue going forward will be Nukkleus’s digital payments business. Much of the forecasted growth was projected to come from that business. Therefore, the Brilliant board determined that the shortfall in 2021 should not impact Nukkleus’s valuation.

The Brilliant board also considered certain risks related to the Nukkleus transaction, including:

•        Scale up risks related to the Nukkleus digital payments business

•        Settlement of pending litigation

•        Lack of historical profitability

•        Volatility of Nukkleus stock price and lack of significant trading volume

•        Potential regulatory risks associated with digital payment businesses

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that Nukkleus, its management, board of directors, or its affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not fact and should not be relied upon as being indicative of future results, and readers of this proxy statement/prospectus, including investors or stockholders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the projections in making a decision regarding the Business Combination, as the projections may be materially different than actual results. We will not refer back to the financial projections in our future periodic reports filed under the Exchange Act.

This prospective financial information was not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Nukkleus periodically updates its internally developed forecasts as new information is obtained.

The prospective financial information included in this registration statement has been prepared by, and is the responsibility of Nukkleus’s management. The financial information below was provided on March 10, 2022 by Nukkleus’s management.

Nukkleus’s management provided to Brilliant additional financial information on March 18, 2022, which is summarized below and was used for purposes of Benchmark’s fairness opinion.

Key assumptions of Nukkleus management model include the following (for a discussion of Nukkleus’s management’s assumptions in its financial projections please refer to the section titled “The Background of Brilliant’s Interaction with Nukkleus” on page 112).

•        projected customer acceptance;

•        expected trading volumes;

•        required capex;

•        staffing/overhead costs.

The projected revenue is based on the assumptions of projected trading volume and customer acceptance rate, as reflected in the information below provided by Nukkleus management.

The CapEx below for FY2022 and FY2023 are required to support the forecasted business growth

($ in millions)

Brilliant and its advisors conducted numerous due diligence discussions with the Nukkleus management regarding the Nukkleus forecast and underlying assumptions focusing on status of customer transactions, competitive position, margin assumptions and review of customer level activity detail.

The analysis was prepared by Brilliant management based on its judgment. The analysis above should not be deemed determinative of fact or future results. This analysis reflects the best estimates and presents to the best of management’s knowledge and belief at the time they were made, the expected course of action and the expected future financial performance of Nukkleus.

Opinion of Brilliant’s Financial Advisor

Brilliant’s board of directors retained Benchmark to act as a financial advisor to the board in connection with the Business Combination to render to the board an opinion as to the fairness to Brilliant’s shareholders, from a financial point of view, of the consideration to be paid by in the Business Combination. On April 6, 2022, Benchmark delivered a written opinion and final supporting analysis presentation to the effect that, as of that date and based upon and subject to the factors and assumptions set forth therein, the consideration to be paid in the Business Combination pursuant to the Merger Agreement is fair to Brilliant’s shareholders from a financial point of view.

The full text of the written opinion of Benchmark, dated April 6, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this joint proxy statement/prospectus. The following summary of Benchmark’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Benchmark provided its opinion for the information and assistance of Brilliant’s board of directors in connection with its consideration of the Business Combination. Benchmark’s opinion was not intended to and does not constitute a recommendation as to how any of Brilliant’s shareholders should vote or take any action with respect to the Business Combination or any other matter.

In connection with rendering its opinion, Benchmark reviewed and considered such financial and other matters as deemed relevant thereby, including, among other things:

•        a copy of the Merger Agreement;

•        certain information relating to the historical, current and future operations, financial condition and prospects of Nukkleus, made available to Benchmark by Brilliant, including historical financial statements filed with the Securities and Exchange Commission, including the Form 10-K for the fiscal year ended September 30, 2021, and the Form 10-Q for the quarterly period ended December 31, 2021, and a financial model with projected financials for the calendar years 2022-2026;

•        discussions with certain members of the management of Brilliant and certain of its advisors and representatives regarding the business, operations, financial condition and prospects of Nukkleus, the Business Combination and related matters;

•        a certificate addressed to Benchmark from senior management of Brilliant which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) on Nukkleus provided to, or discussed with, Benchmark by or on behalf of Brilliant;

•        the current and historical market prices, trading characteristics and financial performance of the publicly traded securities of certain companies that Benchmark deemed to be relevant;

•        the publicly available financial terms of certain transactions that Benchmark deemed to be relevant; and

•        such other information, economic and market criteria and data, financial studies, analyses and investigations and such other factors as Benchmark deemed relevant.

In addition, Benchmark conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Benchmark deemed necessary and appropriate in arriving at its opinion.

In arriving at its opinion, Benchmark relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Benchmark, discussed with or reviewed by Benchmark, or publicly available, and do not assume any responsibility with respect

to such data, material and other information. Benchmark relied upon and assumed no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Nukkleus since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Benchmark that would be material to its analyses or opinion and is no information or facts that would make any of the information reviewed by Benchmark incomplete or misleading. In addition, Benchmark relied upon and assumed that the final form of the Merger Agreement did not differ in any material respect from the latest draft of the Merger Agreement provided to Benchmark as identified above. Benchmark did not make any independent evaluation or appraisal of the assets or liabilities of Brilliant or Nukkleus nor was Benchmark furnished with any such independent evaluations or appraisals. Benchmark’s opinion was based upon financial, economic, market and other conditions as they existed on, and should be evaluated as of, the date of such opinion.

Benchmark has assumed that the Business Combination will be consummated on terms substantially similar to those set forth in the Merger Agreement provided to it by Brilliant. Benchmark was not requested to, and did not (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the Business Combination, the securities, assets, businesses or operations of Brilliant or Nukkleus or any other party, or any alternatives to the Transaction, (b) negotiate the terms of the Business Combination or (c) advise Brilliant’s board of directors or any other party with respect to alternatives to the Transaction.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Benchmark in connection with the preparation of its fairness opinion. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Benchmark or of its presentation provided to Brilliant’s board of directors on April 6, 2022.

The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Benchmark, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Benchmark. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Benchmark. The order in which these analyses are presented below, and the results of those analyses, should not be taken as an indication of the relative importance or weight given to these analyses by Benchmark or Brilliant’s board of directors. Except as otherwise noted, the following quantitative information, to the extent it is based on market data, is based on market data as it existed on or before April 6, 2022, and is not necessarily indicative of current market conditions. Financial information of Nukkleus is valued as of March 18, 2022, as provided by Nukkleus’s management, which includes the changes in the revenue (and as a result EBITDA) expected from clients of the rapidly expanding payments business and the confidence levels (revenue probabilities) — See “The Background of Brilliant’s Interaction with Nukkleus” on page 112 for further information on the updated forecasts provided by Nukkleus’s management and the rationale. All analyses conducted by Benchmark were going-concern analyses and Benchmark expressed no opinion regarding the liquidation value of any entity.

Benchmark completed a series of financial analyses to derive a range of potential equity values for Nukkleus and calculated the value of the implied post-merger stake of the Company’s non-redeeming shareholders (excluding the Initial Shareholders). Benchmark’s financial analysis employed three methodologies, with no particular weight given to any:

•        selected public company analysis;

•        precedent transaction analysis; and

•        discounted cash flow analysis.

Valuation Summary

Based on its analysis of the Business Combination and the equity value of Nukkleus, the equity value attributable to Brilliant’s public shareholders (excluding the Initial Shareholders) following the Business Combination was estimated to be between approximately $9.83 and $19.36 per share assuming no redemptions, and between $10.11 and

$21.56 per share assuming maximum redemption (75.9% for a minimum of $10 million in trust before expenses). This compares to non-redeeming shareholders’ implied cost basis of $8.15 per share assuming no redemptions and $6.67 per share assuming maximum redemption, and a redemption value of $10.46.

Equity Value Attributable to BRLI Shareholders (excl. Sponsor)