UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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Item 1.01 Entry into a Material definitive Agreement.
The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As disclosed in the definitive proxy statement filed by Brilliant Acquisition Corporation (the “Company”) with the Securities and Exchange Commission on June 28, 2022 (the “Proxy Statement”) relating to the Special Meeting of shareholders of the Company (the “Special Meeting”), Nisun Investment Holding Limited, the Company’s sponsor (the “Sponsor”), agreed that if the Extension Amendment Proposal (as defined below) is approved, it or its affiliates will contribute to the Company as a loan approximately $0.12 for each ordinary share issued in the Company’s initial public offering (the “public shares”) that remains outstanding and was not redeemed in connection with the shareholder vote to approve the extension of the deadline to complete an initial business combination to October 23, 2022.
Accordingly, on July 13, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $353,000 (the “Note”) to the Sponsor. The Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the Note have been deposited in the Company’s trust account in connection with extending the business combination completion window until October 23, 2022.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 18, 2022, subsequent to the approval by its shareholders of the amended and restated articles of association (the “Amended Articles”) of the Company, the Company filed the Amended Articles with the British Virgin Islands General Registry, effective the same day. The Amended Articles extend the date by which the Company has to consummate a business combination from July 23, 2022 to October 23, 2022.
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Item 5.07. Submissions of Matters to a Vote of Security Holders.
The Company held the Special Meeting on July 13, 2022 at 10:00 a.m. Eastern Time. The Special Meeting was held via teleconference. Summarized below are the results of the matters submitted to a vote at the Special Meeting.
| Matter | For | Against | Abstain | |||||||||
| Proposal 1 – The Extension Amendment Proposal - A proposal to amend the Company’s currently adopted amended and restated articles of association, to extend the date by which Brilliant has to consummate a business combination from July 23, 2022 to October 23, 2022 by deleting article 18.6 of the Current Articles in its entirety and replacing it with new article 18.6, as set forth in Annex A to the Company’s proxy statement. | 4,658,715 | 31 | 0 | |||||||||
| Proposal 2 – The Amended Articles Proposal - A proposal to adopt an amended and restated articles of association of the Company reflecting the amendments to the Current Articles set out in Proposal 1. | 4,658,715 | 31 | 0 | |||||||||
Proposal 1 and Proposal 2 were approved by the the Company’s shareholders.
Item 7.01 Regulation FD Disclosure.
The Company’s shareholders elected to redeem an aggregate of 1,025,281 shares in connection with the Special Meeting. Following such redemptions and the deposit of the contribution described above, the amount of funds remaining in the trust account is approximately $31.2 million. Accordingly, following such redemptions and the deposit of the contribution, the Company has 4,451,927 ordinary shares issued and outstanding (1,511,000 of which are shares held by our initial shareholders and are not subject to redemption) and the pro rata portion of the funds available in the trust account is approximately $10.60 per public share.
Following the Company’s initial public offering (“IPO”), substantially all of the assets held in the Trust Account were held in money market funds, which primarily invested in U.S. Treasury Bills. There is uncertainty under the Investment Company Act of 1940 (the “Investment Company Act”) whether certain special purpose acquisition companies, or “SPACs,” with trust account assets held in securities, that do not consummate an initial business combination within 24 months after the effective date the SPAC’s IPO registration statement, would fall under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act. The Company’s IPO registration statement became effective on June 23, 2020. Due to this uncertainty, on July 8, 2022, the Company converted all of the assets held in the Trust Account into cash.
On July 19, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Company has extended the period of time it will have to consummate its initial business combination by a further three months, or until October 23, 2022, and related matters.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Association | |
| 10.1 | Promissory Note, dated July 13, 2022 | |
| 99.1 | Press Release, dated July 19, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRILLIANT ACQUISITION CORPORATION | ||
| By: | /s/ Dr. Peng Jiang | |
| Name: Dr. Peng Jiang | ||
| Title: Chief Executive Officer | ||
| Dated: July 19, 2022 | ||
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