SEC Form 8-K Summary
Business Context and Reporting Period
The filing is a Form 8-K of Brilliant Acquisition Corporation, a British Virgin Islands special purpose acquisition company, reporting an event dated October 6, 2021. The provided metadata identifies T3 Defense Inc., but the filing itself names Brilliant Acquisition Corporation as the registrant. The company’s securities traded on the Nasdaq Capital Market under BRLIU, BRLI, BRLIR, and BRLIW.
Material Change: Independent Auditor
- On October 6, 2021, the board approved the immediate resignation of Marcum LLP as the company’s independent registered public accounting firm.
- On October 7, 2021, the company retained Marcum Bernstein & Pinchuk LLP to audit its consolidated financial statements for the fiscal year ended December 31, 2020.
- The filing states that there were no disagreements with Marcum regarding accounting principles, financial statement disclosure, audit scope, or procedures.
- The filing also states that no reportable events occurred under Item 304(a)(1)(v) of Regulation S-K.
Financial Metrics, Liquidity, and Control Matters
The filing does not provide current revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics.
- Marcum’s reports for the period from inception on May 24, 2019 through December 31, 2019 were not adverse or disclaimed and were not qualified, except for substantial doubt regarding the company’s ability to continue as a going concern.
- Marcum advised that a material weakness existed in internal control over financial reporting relating to the accounting classification and valuation of complex financial instruments, including warrants and redeemable shares issued in the June 26, 2020 registered offering.
- A second material weakness related to the lack of controls needed to ensure timely SEC filings.
Guidance, Outlook, Risks, and Unusual Items
No financial guidance or operating outlook was provided. The principal disclosed risks are the previously identified going-concern uncertainty, material weaknesses in financial reporting controls, and the need to improve the timeliness of SEC filings.
The company requested that Marcum provide a letter to the SEC addressing the statements concerning the auditor change; the filing includes that letter as Exhibit 16.1. The 8-K was signed on October 12, 2021.
Key Facts for Investors to Verify
- Confirm the correct registrant and issuer identity, because the filing names Brilliant Acquisition Corporation while the request metadata names T3 Defense Inc.
- Review Exhibit 16.1 for Marcum’s confirmation of the auditor-change disclosures.
- Assess remediation of the material weaknesses involving complex financial instruments and timely SEC reporting.
- Review subsequent filings for the status of the audit of the year ended December 31, 2020 and any updated going-concern disclosures.