Form 8-K Summary
Registrant: Brilliant Acquisition Corporation, a British Virgin Islands special purpose acquisition company. The filing is dated August 4, 2022, with the signature dated August 9, 2022. The submitted metadata identifies T3 Defense Inc., but the filing names Brilliant Acquisition Corporation as the registrant.
Business Context and Reporting Period
The filing was submitted under Item 4.02 regarding non-reliance on previously issued financial statements or related audit reports. The issue arose during preparation of the Company’s financial statements as of June 30, 2022 and relates to the accounting treatment of extension deposits under ASC 480-10-S99.
Financial Reporting Impact
- Extension deposits were previously not classified as ordinary shares subject to possible redemption.
- The Company concluded that the deposits should be reclassified from retained earnings, or accumulated deficit, to ordinary shares subject to possible redemption.
- The filing does not provide the dollar amount of the reclassification.
- The adjustments are non-cash and did not affect previously reported cash and cash equivalents or total assets.
- The Company determined that the errors were material under SEC Staff Accounting Bulletins 99 and 108.
Changes Versus Prior Periods
The Company determined that its previously issued financial statements for the year ended December 31, 2021 and the quarters ended June 30, 2021, September 30, 2021, and March 31, 2022 should no longer be relied upon. The Company is restating those affected periods and plans to reflect the restatement in a footnote to Amendment No. 2 to Nukkleus, Inc.’s Form S-4.
Controls, Risks, and Unusual Items
- Management identified a material weakness in internal control over financial reporting related to the inability to account properly for complex financial instruments.
- Management concluded that the Company’s disclosure controls and procedures were not effective.
- A remediation plan will be described in greater detail in Amendment No. 2 to Nukkleus, Inc.’s Form S-4.
- Management performed additional analysis to support preparation of the unaudited interim financial statements under U.S. GAAP.
- Management and the Audit Committee discussed the matter with Marcum Bernstein & Pinchuk LLP, the independent registered public accounting firm.
Important Facts to Verify
- The dollar amount and balance-sheet presentation of the extension-deposit reclassification.
- The corrected financial statements and disclosures in the relevant restatements and Amendment No. 2 to the Form S-4.
- The scope and implementation status of the material-weakness remediation plan.
- Whether the restatement affects accumulated deficit, redemption values, per-share data, or other key measures beyond the classifications described in this filing.