Business Combination - The Business Combination was completed on December 22, 2023, resulting in the merger of Brilliant Acquisition Corporation and Old Nukk, with Old Nukk becoming a wholly-owned subsidiary of Brilliant[13]. - Following the Business Combination, Nukkleus Common Stock and Nukkleus Warrants began trading on December 26, 2023, under the symbols "NUKK" and "NUKKW" respectively[28]. - Approximately 78.3% of the Combined Company is owned by Old Nukk stockholders, while Brilliant's public stockholders own approximately 0.5%[28]. - The Business Combination involved the cancellation of all outstanding shares of Old Nukk in exchange for a pro-rata portion of 10,500,000 shares of Brilliant Common Stock[25]. - The Business Combination included a Lock-Up Agreement preventing certain stockholders from selling their shares for two years post-Closing[29]. - The Backstop Pool in the Business Combination was equal to 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights, capped at 1,012,000 shares[26]. Financial Agreements and Revenue - Nukkleus has entered into a General Service Agreement with TCM, which stipulates a minimum payment of $1,600,000 per month for services provided[33]. - The company has historically generated most of its revenue through services rendered under the General Service Agreement, but is now repositioning its focus on digital assets due to limited net income from TCM[34]. - Nukkleus has entered into a Stock Purchase Agreement with White Lion, allowing for the purchase of shares up to a maximum amount of $75,000,000, which was terminated on February 21, 2024[31]. Product Development and Services - Digital RFQ aims to provide cross-border payment solutions and plans to develop a white-labelled digital bank for international business, although the timeline for these products remains uncertain[15]. - DigiClear is being developed to offer a custody and settlement utility operating system, with the goal of fully automating the transfer process within milliseconds[19]. - Nukkleus has developed various service categories, including risk management support software and retail trading platforms, to enhance its offerings in the FX industry[40]. Regulatory Compliance - Digital RFQ is regulated by the Financial Conduct Authority in the UK and is in compliance with Anti Money Laundering and Counter Terrorist Finance regulations[16]. Market Expansion and Workforce - Nukkleus is seeking to expand its presence in high-growth regions such as Asia and the Middle East within the retail FX market[39]. - The company has a total of approximately 12 employees, with 11 working for its subsidiary Digital RFQ and one for Nukkleus itself[56]. - Nukkleus has access to approximately 30 account managers through its relationship with FXDIRECT, who speak over 10 different languages[56]. Subsidiary Management and Acquisitions - The company has agreed to negotiate the sale of its wholly owned subsidiary, Digital RFQ Ltd., to its current management team, subject to board and shareholder approval[53]. - Nukkleus has acquired Patent Number 8799142 related to Forexware, which pertains to a method of displaying information associated with currency exchange transactions in real time[54]. Market Trends - The FX market has seen significant growth, with increased trading activity driven by factors such as electronic trading and rising volatility among currencies[36].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $126,062, compared to a net loss of $578,753 for the same period in 2022, reflecting a decrease of approximately 78% year-over-year [156]. - For the nine months ended September 30, 2023, the company had a net loss of $468,928, down from a net loss of $1,074,579 in the same period of 2022, indicating a reduction of about 56% year-over-year [156]. - Cash used in operating activities for the nine months ended September 30, 2023, was $304,272, with a net loss impacted by changes in fair value of derivative warrant liabilities [159]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit on June 26, 2020 [158]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees [159]. Cash and Working Capital - As of September 30, 2023, the company had cash held in the Trust Account amounting to $4,606,578, which is intended to be used for completing a Business Combination [160]. - As of September 30, 2023, the company had a working capital deficit of $1,689,087, excluding cash held in the Trust Account [165]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial Business Combination [163]. Business Combination - The company intends to complete a Business Combination before the mandatory liquidation date of November 23, 2023, or seek an extension [166]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023 [167]. Accounting and Reporting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [174]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [175]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value recorded in the statement of operations [177]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [177]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements [178]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [180].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $122,363, compared to a net loss of $35,544 for the same period in 2022, indicating an increase in losses [157]. - For the six months ended June 30, 2023, the net loss was $342,866, a decrease from the $495,826 loss reported in the same period in 2022, reflecting a reduction in operating costs [157]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [174]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit [158]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees [159]. Cash and Working Capital - As of June 30, 2023, the company had cash held in the Trust Account amounting to $4,529,551, which is intended to be used for completing a Business Combination [160]. - As of June 30, 2023, the company had a working capital deficit of $1,572,423, raising concerns about its ability to continue as a going concern [164]. Financial Obligations - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023, indicating a lack of financial obligations outside its balance sheet [166]. - The company may need to raise additional funds to meet operational expenditures or complete a Business Combination, which could involve issuing additional securities or incurring debt [163]. Business Combination - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence [161]. - The company has a deadline of August 23, 2023, to complete a Business Combination, or it will face mandatory liquidation [165]. Accounting and Reporting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [173]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value reflected in the statement of operations [176]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [176]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements [177]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [179].

Financial Performance - For the period ended March 31, 2023, the company reported a net loss of $79,306, consisting of operating costs of $78,381 and a decrease in fair value of derivative warrant liabilities of $925[154]. - Cash used in operating activities for the three months ended March 31, 2023, was $107,172, with a net loss impacted by changes in operating assets and liabilities[157]. - As of March 31, 2023, the company had a working capital deficit balance (excluding cash held in Trust Account) of $1,307,476[163]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees[157]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[173]. Cash and Funding - The company had cash held in the Trust Account of $4,435,021 as of March 31, 2023, and intends to use these funds primarily to complete a Business Combination[159]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to its initial Business Combination[162]. - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at a price of $10.00 per Unit[156]. Business Combination and Acquisition Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion[152]. - The company has less than twelve months to complete a business combination before its liquidation date of May 23, 2023[163]. Accounting and Reporting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity[172]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value reflected in the statement of operations[175]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date[175]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements[176]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[178]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2023[165].

IPO and Fundraising - The company completed its initial public offering on June 26, 2020, raising gross proceeds of $40 million from the sale of 4,000,000 units at $10.00 per unit[27]. - A private placement of 240,000 units was simultaneously completed, generating an additional $2.4 million in gross proceeds[28]. - The total proceeds held in the trust account reached $46 million after subsequent sales of additional units[29]. - The company intends to use cash from the initial public offering and private placements for the initial business combination, which may involve financially unstable or early-stage businesses[36]. - The company may seek additional funds through private offerings of debt or equity securities to finance the initial business combination[39]. Business Combination and Acquisition Strategy - The company has a target to acquire growth businesses with a total enterprise value between $200 million and $300 million[20]. - The management team aims to leverage its operational experience across various sectors, including biopharmaceuticals and information technology, to identify acquisition opportunities[17]. - The company seeks to acquire businesses with significant revenue and earnings growth potential through new product development and increased production capacity[22]. - The management team emphasizes the importance of long-term revenue visibility and strong free cash flow generation in target companies[24]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the trust account value at the time of the agreement[38]. - Target business candidates are sourced from various unaffiliated sources, including investment bankers and private equity funds[41]. - The fair market value of the target business will be determined based on standards accepted by the financial community, including gross margins and comparable business values[50]. - The company anticipates acquiring 100% of the equity interest or assets of the target business, but may acquire less than 100% if it becomes the majority shareholder[49]. - Shareholder approval may not be required for certain types of transactions, such as asset purchases or stock purchases not involving a merger[55]. Shareholder Engagement and Redemption - Shareholders redeemed a total of 1,025,281 shares during the extension votes, indicating a level of shareholder engagement and concern[32]. - The company has extended its period to consummate its initial business combination multiple times, with the latest extension allowing until January 23, 2023[34]. - Shareholders approved an extension for the initial business combination until April 23, 2023, with a total deposit of $2,489,244 into the Trust Account[35]. - The redemption process will allow public shareholders to redeem their shares either through a shareholder meeting or a tender offer[60]. - The company will not proceed with the redemption if the aggregate cash consideration exceeds the available cash in the trust account[65]. - Initial shareholders have agreed to waive their redemption rights concerning their founder shares and any public shares they may hold[58]. - The tender offer for redeeming public shares will remain open for at least 20 business days[61]. - Following redemptions, the remaining funds in the Trust Account were approximately $4.4 million, equating to about $10.85 per public share[81]. - A total of 2,375,991 shares were redeemed in the first extension, leaving 2,075,936 ordinary shares outstanding[81]. - In the second extension, 159,203 shares were redeemed, resulting in 1,816,733 ordinary shares outstanding[81]. Financial Reporting and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[102]. - The company must provide audited financial statements of the prospective target business as part of the tender offer materials[103]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[105]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its ordinary shares exceeds $700 million[107]. - The definitive proxy statement for the annual stockholder meeting will be filed with the SEC on February 9, 2023[148]. Internal Controls and Management - Management assessed the effectiveness of internal control over financial reporting and identified a material weakness related to complex financial instruments[144]. - The company plans to enhance its internal control processes to better evaluate complex accounting standards[145]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[147]. - The company does not include an attestation report of internal controls from its independent registered public accounting firm due to its emerging growth company status[146]. Competition and Market Challenges - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[100]. - The requirement to acquire a target business with a fair market value equal to at least 80% of the Trust Account value may hinder negotiations with potential targets[100].

Financial Performance - For the three months ended September 30, 2022, the company reported a net loss of $578,753, consisting of operating costs of $480,867 and an increase in fair value of derivative warrant liabilities of $106,184 [147]. - For the nine months ended September 30, 2022, the company had a net loss of $1,074,579, with operating costs of $1,094,728 and interest income of $64,950 from marketable securities held in the Trust Account [150]. - The company has a working capital deficit of $909,424 as of September 30, 2022, raising substantial doubt about its ability to continue as a going concern [157]. - Cash used in operating activities for the nine months ended September 30, 2022, was $1,054,509, impacted by an increase in fair value of derivative warrant liabilities [150]. Cash and Securities - As of September 30, 2022, the company had cash and marketable securities in the Trust Account amounting to $31,168,066, with an additional $34,044 in its operating bank account [152]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business [152]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit [149]. - The company incurred transaction costs of $2,069,154 related to the Initial Public Offering, including $1,610,000 in underwriting fees [150]. Accounting and Financial Reporting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presenting them at redemption value outside of shareholders' equity [166]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [167]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value recorded in the statement of operations [169]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [169]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements [170]. Future Outlook - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combination completion [145]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of September 30, 2022 [159].

Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $35,544, with operating costs of $144,590 and interest income of $52,704 from marketable securities[145]. - For the six months ended June 30, 2022, the company had a net loss of $495,827, consisting of operating costs of $613,861 and interest income of $56,651[145]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[165]. Cash and Securities - As of June 30, 2022, the company had cash and marketable securities in the Trust Account totaling $41,549,673[151]. - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit[147]. - The company incurred transaction costs of $2,069,154 related to the Initial Public Offering, including $1,610,000 in underwriting fees[149]. - As of June 30, 2022, the company had a working capital deficit of $640,555, excluding marketable securities held in the Trust Account[156]. Business Combination and Funding - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[151]. - The company may need to raise additional funds to complete its Business Combination or to cover redemptions of public shares[154]. - The company has less than twelve months to complete a business combination before its liquidation date of October 23, 2022[156]. Debt and Equity - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2022[158]. - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity[164]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value reflected in the statement of operations[167]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date[167]. Accounting and Reporting - Management does not anticipate that recently issued accounting standards will materially affect financial statements[168]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[170].

Financial Performance - The company reported a net loss of $460,282 for the period ended March 31, 2022, compared to a net loss of $20,373 for the same period in 2021, indicating a significant increase in losses [142]. - A working capital deficit of $2,755,392 was reported as of March 31, 2022, raising concerns about the company's ability to continue as a going concern [150]. - Cash used in operating activities for the period ended March 31, 2022, was $699,248, influenced by various factors including interest earned on marketable securities [144]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [159]. Cash and Securities - As of March 31, 2022, the company had cash and marketable securities held in the Trust Account amounting to $41,496,970, with an additional $154,255 in its operating bank account [145][146]. - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at a price of $10.00 per Unit [143]. - The company may need to raise additional funds to meet operational expenditures or complete its business combination, which could involve issuing additional securities or incurring debt [149]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of March 31, 2022 [152]. Initial Public Offering - Total transaction costs incurred during the Initial Public Offering amounted to $2,069,154, including $1,610,000 in underwriting fees [144]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combination completion [139]. Business Combination - The company entered into a Merger Agreement with Nukkleus Inc., which would result in former Nukkleus stockholders owning approximately 66% of the post-business combination company [140]. Accounting and Reporting - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [158]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value reflected in the statement of operations [161]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [161]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements [162]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [164].

IPO and Fundraising - The company completed its initial public offering on June 26, 2020, raising gross proceeds of $40 million from the sale of 4,000,000 units at $10.00 per unit[28]. - An additional 600,000 units were sold on June 30, 2020, generating total gross proceeds of $6.21 million, bringing the aggregate proceeds in the trust account to $46 million[29]. - The company intends to utilize cash from its initial public offering and private placement for its initial business combination, which may involve financially unstable companies[35]. - The company may raise additional funds through private offerings of debt or equity securities to finance the initial business combination[38]. Business Acquisition Strategy - The company seeks to acquire growth businesses with a total enterprise value between $200 million and $300 million, targeting sectors such as software, clean energy, and healthcare[20][21]. - The management team aims to leverage its operational experience to improve efficiency and scale revenue through organic growth and acquisitions[19]. - The management team emphasizes acquiring businesses with strong free cash flow generation potential and predictable revenue streams[24]. - The company has a proactive sourcing strategy to identify target businesses that can benefit from access to U.S. capital markets[15][18]. - Target business candidates are sourced from various unaffiliated entities, including investment bankers and private equity funds[39]. - The company anticipates acquiring 100% of the equity interest or assets of the target business, but may acquire less than 100% if it becomes the majority shareholder[48]. - The fair market value of the target business will be determined based on standards accepted by the financial community, including gross margins and earnings[49]. - The initial business combination must involve target businesses or assets with a fair market value of at least 80% of the trust account value at the time of the agreement[37]. Business Combination Timeline and Extensions - The company has extended its period to consummate its initial business combination multiple times, with the latest extension allowing until March 23, 2022[31]. - The company extended the deadline to consummate the initial business combination to July 23, 2022, with a total of $2,014,594 deposited into the trust account[56]. - The company has conducted multiple extensions of the business combination deadline, with each extension requiring a deposit of $460,000[80]. - The company is required to complete its initial business combination by July 23, 2022, or shareholders will not have rights to the trust account[98]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem shares at a price equal to the amount in the trust account divided by the number of outstanding public shares[58]. - The company intends to conduct redemptions either through a shareholder meeting or a tender offer[59]. - The company may redeem up to the number of ordinary shares necessary to maintain net tangible assets of at least $5,000,001 prior to the consummation of its initial business combination[61]. - Following shareholder redemptions, approximately $41.5 million remains in the trust account, with a pro rata portion of approximately $10.46 per public share[79]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 upon consummation of the business combination[65]. - Shareholders elected to redeem an aggregate of 633,792 ordinary shares during the amendment and restatement of the articles of association[79]. - The company must distribute the amount in the trust account to public shareholders if the initial business combination is not completed by July 23, 2022[82]. - The redemption process requires public shareholders to tender their shares to the transfer agent prior to the expiration date set forth in the tender offer documents[72]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[75]. - The redemption price for warrants is set at $0.01 per warrant, callable after the warrants become exercisable if the ordinary shares' last sale price is at least $16.50 for 20 trading days within a 30-day period[85]. - The per-share redemption amount upon dissolution is approximately $10.46, but may be less due to creditor claims against the trust account[88]. - As of December 31, 2021, the company had access to approximately $283,403 not placed in the trust account to cover potential claims[94]. Management and Competition - The management team consists of experienced professionals with expertise across various sectors, enhancing the company's ability to identify attractive acquisition opportunities[16][17]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[99]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[104]. - The company intends to utilize the extended transition period for complying with new accounting standards as an emerging growth company[105]. - The company has one officer, Dr. Peng Jiang, who is not obligated to devote a specific number of hours to company matters[100]. - The company must provide audited financial statements of prospective target businesses to shareholders as part of the tender offer materials[102].

Financial Performance - The company reported a net loss of $124,611 for the three months ended September 30, 2021, compared to a net loss of $41,430 for the same period in 2020, reflecting an increase in operating costs [137]. - For the nine months ended September 30, 2021, the company had a net loss of $166,329, with operating costs amounting to $260,315, compared to a net loss of $41,487 for the same period in 2020 [137]. - The company has not engaged in any operations or generated any revenues to date, with only non-operating income from interest on marketable securities [136]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from the Initial Public Offering of 4,000,000 Units at a price of $10.00 per Unit [139]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees [140]. Cash and Investments - As of September 30, 2021, the company had cash and marketable securities held in the Trust Account totaling $46,926,504 [142]. - As of September 30, 2021, the company had cash of $504,362 in its operating account, intended for identifying and evaluating target businesses [143]. - Proceeds from the Initial Public Offering have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 180 days or less [156]. - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments [156]. Business Strategy and Risks - The company intends to use substantially all funds in the Trust Account to complete a Business Combination and for working capital of the target business [142]. - The company may incur significant costs in pursuing acquisition plans and cannot assure the success of completing a Business Combination [135]. Financial Instruments and Risks - Management evaluates financial instruments, including share purchase warrants, to determine if they are derivatives or contain embedded derivatives [155]. - As of September 30, 2021, the company was not subject to any market or interest rate risk [156]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of September 30, 2021 [147]. - Management does not anticipate that recently issued accounting standards will have a material effect on the unaudited condensed financial statements [155].