Filing Summary
Business Context and Reporting Period
This Form 8-K was filed by Brilliant Acquisition Corporation, a British Virgin Islands special purpose acquisition company, regarding a Nasdaq compliance notice received on June 3, 2021. The supplied metadata identifies T3 Defense Inc., but the filing’s registrant is Brilliant Acquisition Corporation. The filing concerns the delayed Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as well as the outstanding Annual Report on Form 10-K for the year ended December 31, 2020.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics. The delayed financial statements may require modifications or restatements related to the accounting treatment of the company’s warrants.
Material Changes Versus the Prior Comparable Period
- Nasdaq notified the company that it was not in compliance with Listing Rule 5250(c)(1) because the Q1 2021 Form 10-Q was not filed by May 17, 2021.
- The company stated that it was assessing the impact of the SEC staff’s April 12, 2021 guidance concerning accounting and reporting for warrants issued by SPACs.
- The company had not completed the warrant assessment or filed the Q1 2021 Form 10-Q as of the filing.
Guidance, Outlook, Risks, and Unusual Items
- The company had until June 14, 2021 to submit a plan to regain compliance with Nasdaq.
- Nasdaq stated that the notice had no immediate effect on the listing or trading of the company’s units, ordinary shares, or warrants.
- Management expected to complete the warrant analysis, obtain auditor acceptance from Marcum LLP, and file the 2020 Form 10-K and Q1 2021 Form 10-Q as soon as practicable, but provided no specific filing date.
- The principal unusual item is the potential reclassification, modification, or restatement of warrant accounting in the company’s periodic reports.
- Risks include further reporting delays, possible restatements, auditor review requirements, and potential future Nasdaq listing consequences if compliance is not restored.
Important Facts to Verify
- Whether the company submitted its Nasdaq compliance plan by June 14, 2021.
- The eventual filing dates and contents of the 2020 Form 10-K and Q1 2021 Form 10-Q.
- Whether warrant accounting resulted in revisions or restatements to previously reported financial statements.
- Whether Nasdaq accepted the compliance plan and maintained the company’s listings.
- The identity discrepancy between the supplied company name, T3 Defense Inc., and the filing registrant, Brilliant Acquisition Corporation.