Brilliant Acquisition Enters Standby Equity Purchase Agreement with YA II PN, LTD

On December 3, 2024, Brilliant Acquisition, operating under the name Nukkleus Inc., disclosed entering into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD, a Cayman Islands exempt limited partnership, allowing Brilliant Acquisition the option to sell up to $10 million of its common stock to the Investor under certain conditions outlined in the SEPA.

Under the terms of the agreement, Brilliant Acquisition holds the discretion to sell shares of common stock to the Investor, with the Investor having the option to purchase a specified number of shares through written notice. The agreement also entails the issuance of convertible promissory notes to YA II PN, LTD in three tranches totaling $2.0 million.

Upon meeting specific conditions, including the effective registration of shares, Brilliant Acquisition can direct the Investor to purchase shares at a predetermined price. The Investor also has the right to request an issuance and sale of shares at a designated price against outstanding Convertible Notes.

The SEPA is set to automatically terminate by January 1, 2027, or upon reaching the $10,000,000 purchase limit. Both parties have the authority to terminate the agreement under certain conditions outlined, including the absence of outstanding obligations.

In consideration for the Investor’s commitment, Brilliant Acquisition paid a structuring fee of $25,000 and agreed to a $300,000 commitment fee, payable in three installments following the SEPA’s date.

The SEPA terms feature customary representations, warranties, and indemnification provisions by both parties. The net proceeds received by Brilliant Acquisition are intended for working capital and general corporate purposes.

This communication does not urge the purchase or solicitation of Brilliant Acquisition’s common stock and emphasizes compliance with securities regulations. The full details and obligations regarding the SEPA can be found in the official filings submitted by Brilliant Acquisition to the Securities and Exchange Commission.

The continued listing status of Brilliant Acquisition on The Nasdaq Stock Market is under review, with a final decision pending a Nasdaq Hearing Panel ruling following a stay on delisting actions. As the situation evolves, updates will be provided to the market participants and stakeholders.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Brilliant Acquisition’s 8K filing here.

Brilliant Acquisition Company Profile

Brilliant Acquisition Corporation does not have significant operations. The company intends to effect a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses. Brilliant Acquisition Corporation was incorporated in 2019 and is based in Shanghai, China.