Nukkleus Inc. Relocates HQ to Jersey City, NJ

Ticker: DFNSW · Form: 8-K · Filed: Jan 2, 2024 · CIK: 1787518

Complexity: simple

Sentiment: neutral

Topics: corporate-governance, address-change, operations

TL;DR

**Nukkleus Inc. moved its main office to Jersey City, NJ, from Shanghai.**

AI Summary

Nukkleus Inc. filed an 8-K on January 2, 2024, reporting an event from December 22, 2023. The filing indicates a change in the company's address from 99 Dan Ba Road C-9, Shanghai, to 525 Washington Blvd., Jersey City, New Jersey. This matters to investors because a change in the principal executive offices could signal a shift in operational focus or management, potentially impacting future business strategies and investor accessibility.

Why It Matters

The relocation of Nukkleus Inc.'s principal executive offices to Jersey City, New Jersey, from Shanghai, China, could indicate a strategic shift towards Western markets or a consolidation of operations, potentially affecting its market perception and operational efficiency.

Risk Assessment

Risk Level: low — A change in business address is generally a low-risk event, as it doesn't directly impact financial performance or core business operations.

Analyst Insight

Investors should monitor future filings for any strategic announcements or operational changes that might accompany this headquarters relocation, as it could signal a broader shift in company direction.

Key Players & Entities

FAQ

What was the earliest event reported in this 8-K filing by Nukkleus Inc.?

The earliest event reported in this 8-K filing by Nukkleus Inc. occurred on December 22, 2023.

What is the new address for Nukkleus Inc.'s principal executive offices as reported in this filing?

The new address for Nukkleus Inc.'s principal executive offices is 525 Washington Blvd., Jersey City, New Jersey 07310.

What was the previous business address for Nukkleus Inc. before this change?

The previous business address for Nukkleus Inc. was 99 Dan Ba Road C-9, Putuo District, Shanghai 200062.

What is the telephone number for Nukkleus Inc. listed in the filing?

The telephone number for Nukkleus Inc. listed in the filing is 212-791-4663.

Under which items of Form 8-K was this report filed?

This report was filed under 'Entry into a Material Definitive Agreement', 'Completion of Acquisition or Disposition of Assets', 'Material Modifications to Rights of Security Holders', 'Changes in Control of Registrant', 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers', 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year', 'Change in Shell Company Status', 'Regulation FD Disclosure', and 'Financial Statements and Exhibits'.

Filing Stats: 4,507 words · 18 min read · ~15 pages · Grade level 16.9 · Accepted 2024-01-02 17:21:43

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Lock-Up Agreement In connection with the Closing, the Sponsor, certain stockholders of Brilliant and certain former equity holders of Old Nukk (each, a " Lock-up Holder ") entered into an agreement (the " Lock-Up Agreement "), pursuant to which and subject to certain customary exceptions, during the period commencing on the date of the Closing and ending on the date that is two (2) years after the consummation of the Business Combination such Lock-up Holder agreed not to (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined in the Lock-Up Agreement, which shall include certain securities held by the Lock-Up Holders), (ii) enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, (iii) publicly disclose the intention to make any offer, sale, pledge or disposition, or (iv) enter into any transaction, swap, hedge or other arrangement, or engage in any short sales with respect to any security of Brilliant. The foregoing description of the Lock-Up Agreement is subject to and qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, a copy of which is included as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference. Registration Rights Agreement In connection with the Closing, Nukkleus entered into a registration rights agreement (the " Registration Rights Agreement "), pursuant to which, Brilliant, Nukkleus and the other parties thereto agreed to, among other things, file a resale shelf registration statement registering certain of the securities held by the Holders (as defined in the Registration Rights Agree

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the " Introductory Note " above is incorporated into this Item 2.01 by reference. On December 13, 2023, Brilliant held a special meeting of shareholders (the " Brilliant Special Meeting "), at which the shareholders of Brilliant considered and adopted, among other matters, a proposal to approve the Business Combination. On December 1, 2023, Old Nukk held a special meeting of shareholders (the " Old Nukk Special Meeting "), at which the shareholders of Old Nukk considered and adopted, among other matters, a proposal to approve the Business Combination. The Business Combination was completed on December 22, 2023. 3 FORM 10 INFORMATION

01(f) of Form 8-K

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), as Brilliant was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, Nukkleus has ceased to be a shell company. Accordingly, Nukkleus is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Combined Company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking This Report contains statements that are forward-looking and as such are not historical facts. This includes statements that express Nukkleus' opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements." These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "might," "possible," "potential," "predicts," "may," "could," "will" or "should" or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report and include statements regarding Nukkleus' intentions, beliefs or current expectation

Business

Business Nukkleus' business is described in the Joint Proxy Statement/Prospectus in the section titled " Information aboutNukkleus " beginning on page 160, which is incorporated herein by reference.

Risk Factors

Risk Factors The risks associated with Nukkleus' business are described in the Joint Proxy Statement/Prospectus in the section titled " Risk Factors " beginning on page 37 and are incorporated herein by reference. A summary of the risks associated with Nukkleus' business is also included on pages 31-33 of the Joint Proxy Statement/Prospectus under the heading " Summary Risk Factors " and is incorporated herein by reference. Financial Information The financial information of Old Nukk as of and for the years ended September 30, 2022 and September 30, 2021, is described in the Joint Proxy Statement/Prospectus in the sections titled " Selected Historical Financial Data of Nukkleus " and " Management's Discussion and Analysis of Financial Condition and Results of Operations of Nukkleus ," beginning on pages 34 and 167 thereof, respectively, and are incorporated herein by reference. 5 The financial information of Brilliant as of and for the years ended December 31, 2022 and December 31, 2021, is described in the Joint Proxy Statement/Prospectus in the sections titled " Selected Historical Consolidated Financial Data of Brilliant " and " Management's Discussion and Analysis of Financial Condition and Results of Operations of Brilliant ," beginning on pages 35 and 184 thereof, respectively, and are incorporated herein by reference. The financial information of Old Nukk as of and for the three and nine month periods ended June 30, 2023, is described in Old Nukk's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, and filed with the SEC on August 14, 2023, and is incorporated herein by reference. The financial information of Brilliant as of and for the three and six month periods ended June 30, 2023, is described in Brilliant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, and filed with the SEC on August 18, 2023, and is incorporated herein by reference. The unaudited pro forma condensed combined financial info

Management's Discussion and Analysis

Management's Discussion and Analysis of Financial Condition and Results of Operations Reference is made to the disclosures contained in the Joint Proxy Statement/Prospectus in the sections titled " Management's Discussion and Analysis of Financial Condition and Results of Operations of Nukkleus " and " Management's Discussion and Analysis of Financial Condition and Results of Operations of Brilliant ," beginning on pages 167 and 184, respectively, which are incorporated herein by reference. Reference is made to the disclosures contained in Old Nukk's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, and filed with the SEC on August 14, 2023, in the section titled " Management's Discussion and Analysis of Financial Condition and Results of Operations " and is incorporated herein by reference. Reference is made to the disclosures contained in Brilliant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, and filed with the SEC on August 18, 2023, in the section titled " Management's Discussion and Analysis of Financial Condition and Results of Operations " and is incorporated herein by reference.

Properties

Properties Nukkleus' facilities are described in the Joint Proxy Statement/Prospectus in the section titled " Information about Nukkleus - Corporate Office ," beginning on page 166, which is incorporated herein by reference.

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial The following table sets forth information known to Nukkleus regarding the beneficial ownership of Nukkleus Common Stock immediately following consummation of the Business Combination by (i) each person who is the beneficial owner of more than 5% of the outstanding shares of Nukkleus Common Stock, (ii) each of Nukkleus' named executive officers and directors, and (iii) all of Nukkleus' executive officers and directors as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, Nukkleus believes that each person listed below has sole voting and investment power with respect to such shares. 6 The beneficial ownership of Nukkleus Common Stock is based on 13,899,713 shares of Nukkleus Common Stock issued and outstanding immediately following consummation of the Business Combination. References to "common stock" in the table below and its related footnotes are to the Nukkleus Common Stock. Assuming Maximum Redemptions Name and Address of Beneficial Owner (1) Number of Shares % of Class Emil Assentato(5) 5,369,526 38.6 % Jamal Khurshid (2) 1,079,227 7.8 % Tony Porcheron (3) 25,017 * Nicholas Gregory (3) 70,010 * Brian Schwieger - * Daniel Marcus - * Brian Ferrier 5,000 * All directors and executive officers post-Business Combination as a group (8 individuals) 6,548,780 47.1 % Nisun Investment Holding Limited (4) 1,635,164 11.8 % Dr. Peng Jiang(4) 1,635,164 11.8 % * Less than 1%. (1) The business address of each of the individuals is c/o Nukkleus Inc., 525 Washington Blv

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