Financial Performance - The company reported a net income of $21,345 for the three months ended June 30, 2021, compared to a net income of $67 for the same period in 2020[138]. - For the six months ended June 30, 2021, the company had a net loss of $41,718, which included operating costs of $106,978[138]. - Cash used by operating activities for the six months ended June 30, 2021, was $85,875[140]. 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]. - The company has engaged EarlyBirdCapital as an advisor for the Business Combination, with a cash fee of 3.5% of the gross proceeds of the Initial Public Offering[148]. Trust Account and Investments - As of June 30, 2021, the company had cash and marketable securities held in the Trust Account amounting to $46,005,335[141]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination[141]. - The net 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[154]. - The company has also invested in certain money market funds that invest solely in U.S. treasuries[154]. - Due to the short-term nature of these investments, the company believes there will be no associated material exposure to interest rate risk[154]. Financing and Debt - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2021[146]. - The company may need to obtain additional financing to complete its Business Combination or due to significant redemptions of public shares[144]. Risk Factors - As of June 30, 2021, the company was not subject to any market or interest rate risk[154].

PART 1 – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed financial statements for Brilliant Acquisition Corporation as of March 31, 2021, covering balance sheets, operations, equity, and cash flows [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets were **$46.66 million** as of March 31, 2021, slightly down from **$46.73 million** in 2020, with most in the Trust Account Condensed Balance Sheet Summary | Account | March 31, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$46,659,696** | **$46,730,470** | | Marketable securities held in Trust Account | $46,004,188 | $46,003,053 | | Cash | $626,953 | $712,817 | | **Total Liabilities** | **$525,261** | **$575,662** | | Derivative warrant liabilities | $190,733 | $247,634 | | **Total Shareholders' Equity** | **$134,435** | **$154,808** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net loss for the three months ended March 31, 2021, was **$20,373**, an increase from **$124** in 2020, driven by operating costs offset by warrant fair value changes Three Months Ended March 31 | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Operating costs | $78,411 | $124 | | Changes in fair value of derivative warrant liabilities | $56,901 | - | | Interest income | $1,137 | - | | **Net loss** | **($20,373)** | **($124)** | | Basic and diluted net loss per share | ($0.00) | ($0.00) | [Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity decreased from **$154,808** to **$134,435** as of March 31, 2021, solely due to the **$20,373** net loss - Total Shareholders' Equity decreased by **$20,373** during the first quarter of 2021, reflecting the net loss for the period[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$85,864** for the three months ended March 31, 2021, decreasing cash from **$712,817** to **$626,953** Cash Flow Summary (Three Months Ended March 31, 2021) | Cash Flow Item | Amount | | :--- | :--- | | Net cash used in operating activities | ($85,864) | | Net cash used in investing activities | $0 | | Net cash used in financing activities | $0 | | **Net Change in Cash** | **($85,864)** | | Cash – Beginning | $712,817 | | **Cash – Ending** | **$626,953** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Details the company's blank check status, June 2020 IPO proceeds of **$46 million** in trust, related party transactions, and accounting for redeemable shares and warrants - The company is a blank check company formed to effect a business combination, intending to focus on businesses with primary operations in the Asia Pacific region[20](index=20&type=chunk) - The company consummated its Initial Public Offering in June 2020, ultimately placing **$46,000,000** of proceeds into a Trust Account[21](index=21&type=chunk)[24](index=24&type=chunk) - The period to consummate a Business Combination was extended to December 25, 2021, after the Sponsor made two deposits totaling **$920,000** into the Trust Account[36](index=36&type=chunk)[125](index=125&type=chunk) - As of March 31, 2021, the company had an outstanding promissory note of **$243,833** payable to its Sponsor[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of financial condition and operations, covering net loss, liquidity, capital resources, and critical accounting policies [Overview](index=25&type=section&id=Overview) A British Virgin Islands blank check company targeting an Asia-Pacific business combination, potentially using IPO cash, shares, or debt, with associated dilution and financial risks - The company is a blank check company seeking a business combination, with a focus on the Asia-Pacific region[129](index=129&type=chunk) - A future business combination may involve issuing additional shares, which could dilute existing investors, or taking on debt, which could introduce financial risks such as default or restrictive covenants[129](index=129&type=chunk)[131](index=131&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Since inception, the company has generated no revenue, with activities limited to organizational tasks and target search, resulting in a **$20,373** net loss for Q1 2021 Net Loss Comparison (Three Months Ended March 31) | Period | Net Loss | Key Components | | :--- | :--- | :--- | | **2021** | **$20,373** | Operating costs of $78,411, offset by a $56,901 gain on warrant liabilities and $1,137 interest income | | **2020** | **$124** | Consisted solely of operating costs | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity from IPO and private placement, with **$46 million** in Trust Account and **$626,953** cash for working capital, deemed sufficient until business combination - Following the IPO and over-allotment exercise, a total of **$46,000,000** was placed in the Trust Account[137](index=137&type=chunk) - As of March 31, 2021, the company had **$626,953** in cash held outside the Trust Account for operating purposes[139](index=139&type=chunk) - The Sponsor or affiliates may loan the company up to **$1,500,000** for working capital, which can be converted into Private Units at **$10.00** per unit[140](index=140&type=chunk) [Critical Accounting Policies](index=29&type=section&id=Critical%20Accounting%20Policies) Key accounting policies involve significant estimates, including classification of redeemable ordinary shares, net loss per share, and fair value measurement of derivative warrant liabilities - Ordinary shares subject to possible redemption are classified as temporary equity outside of the shareholders' equity section[147](index=147&type=chunk) - Derivative warrant liabilities are re-measured to fair value at each reporting period, with changes recognized in the statement of operations[149](index=149&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces no material market or interest rate risk, with Trust Account funds invested in short-term U.S. government securities - The company's funds, including those in the Trust Account, are invested in short-term U.S. government securities or money market funds, resulting in no material exposure to interest rate risk[152](index=152&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified a material weakness in internal control over financial reporting related to warrant and redeemable share accounting, with a remediation plan - Management identified a material weakness in internal control over financial reporting as of March 31, 2021, related to the accounting for warrants and redeemable shares[154](index=154&type=chunk) - Remediation plans include enhancing access to accounting literature and increasing communication with third-party professionals to better handle complex accounting applications[155](index=155&type=chunk)[156](index=156&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - The company has no legal proceedings to report[158](index=158&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its final prospectus and other SEC filings - There have been no material changes to the risk factors previously disclosed in the company's prospectus and other filings[158](index=158&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details proceeds from the IPO and simultaneous private placement to the Sponsor, with **$46 million** from IPO placed in the Trust Account - The IPO and full exercise of the over-allotment option resulted in the sale of **4,600,000** units, generating gross proceeds of **$46,000,000**, which were placed in the Trust Account[159](index=159&type=chunk)[160](index=160&type=chunk) - Simultaneously, the Sponsor purchased **261,000** Private Units at **$10.00** per unit in a private placement exempt from registration[159](index=159&type=chunk)[160](index=160&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) Lists exhibits filed as part of the quarterly report, including underwriting and warrant agreements, and other related documents

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 total proceeds in the trust account to $46 million[29]. - The company intends to utilize cash from the IPO and private placement, along with potential new debt, for its initial business combination[32]. Business Combination Strategy - The company has a target to complete its initial business combination within 12 months from the IPO closing, extendable to 21 months[30]. - The company seeks to acquire growth businesses with a total enterprise value between $200 million and $300 million, focusing on scalable operations[20]. - The acquisition strategy includes targeting companies with significant revenue and earnings growth potential through new product development and operational efficiencies[22]. - The company emphasizes acquiring businesses that can benefit from being publicly traded, enhancing access to capital markets[25]. - The management team aims to leverage its operational experience across various sectors, including healthcare, energy, and technology, to identify potential acquisition targets[17]. Target Business Evaluation - The management team has identified criteria for evaluating target businesses, including long-term revenue visibility and strong free cash flow generation potential[24]. - The company is open to sourcing target businesses from various financial community members, including investment bankers and private equity funds[37]. - The fair market value of the target business must equal at least 80% of the value of the trust account at the time of the agreement[43]. - The company will conduct an extensive due diligence review of prospective target businesses, which includes meetings with management and financial information review[42]. Shareholder and Approval Processes - A majority of the outstanding ordinary shares must vote in favor of the business combination for it to be approved, requiring only 789,001 of the 4,600,000 public shares to be voted in favor[62]. - Shareholder approval may not be required for certain types of transactions, such as asset purchases or stock purchases not involving a merger[51]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 immediately prior to or upon the consummation of the initial business combination[63]. Deadlines and Extensions - The company has until June 25, 2021, to consummate its initial business combination, with the possibility of extending this deadline up to three times, each by an additional three months[55]. - The company has extended the deadline to complete its initial business combination to December 25, 2021, with a total of $920,000 deposited into the trust account for this purpose[76]. - A total of $460,000 was deposited on June 22, 2021, to extend the business combination period by three months from June 25, 2021, to September 25, 2021[77]. - Another $460,000 was deposited on September 20, 2021, to further extend the period by three months from September 25, 2021, to December 25, 2021[77]. - If the initial business combination is not completed by December 25, 2021, the company will distribute the funds in the trust account to public shareholders, estimated at approximately $10.20 per share[87]. Liquidation and Redemption - The company will enter voluntary liquidation if the initial business combination is not completed, with the liquidator responsible for notifying creditors and distributing remaining assets[81]. - The company’s insiders have agreed to waive their redemption rights for founder shares if the business combination is not consummated within the specified period[82]. - The funds in the trust account may be subject to claims from creditors, which could affect the amount returned to public shareholders upon liquidation[86]. - The trust account holds approximately $504,000 as of September 30, 2021, to cover potential claims[93]. - The company aims to maintain a per-share value of at least $10.20 in the trust account, with liabilities potentially impacting this value[90]. - Shareholders can only access funds from the trust account under specific conditions, including redemption prior to a business combination by December 25, 2021[97]. Competition and Compliance - The company faces intense competition from established entities with greater resources in identifying target businesses for acquisition[98]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[104]. - The company intends to comply with the Sarbanes-Oxley Act for internal control evaluations for the fiscal year ending December 31, 2021[103]. - The company may engage third parties that do not execute waivers if their expertise is deemed significantly beneficial[89]. - There is no guarantee that all vendors will execute agreements waiving claims against the trust account[91]. - The company may face legal action against its sponsor if the trust account value falls below $10.20 per share and obligations are not met[92]. Financial Reporting - The company will provide audited financial statements of prospective target businesses to shareholders as part of the acquisition process[102].

Financial Performance - The company reported a net loss of $45,475 for the three months ended September 30, 2020, with operating costs of $47,262 and interest income of $1,787 from marketable securities[98]. - For the nine months ended September 30, 2020, the net loss was $45,532, consisting of operating costs of $47,426 and interest income of $1,894[98]. - Cash provided by operating activities for the nine months ended September 30, 2020, was $10,693, influenced by interest earned on marketable securities and changes in operating assets and liabilities[104]. Initial Public Offering - The company completed its Initial Public Offering on June 26, 2020, raising gross proceeds of $40,000,000 from the sale of 4,000,000 Units at $10.00 per Unit[101]. - An additional 600,000 Units were sold due to the underwriters' over-allotment option, generating total gross proceeds of $6,210,000[102]. - The company incurred transaction costs of $2,069,154 related to the Initial Public Offering, including $1,610,000 in underwriting fees[103]. Financial Position - As of September 30, 2020, the company had cash and marketable securities in the Trust Account amounting to $46,001,894[107]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2020[111]. Future Financing Needs - 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[107]. - The company may need additional financing to complete its Business Combination or if a significant number of public shares are redeemed[110].

Financial Performance - For the three months ended June 30, 2020, the company reported a net income of $67, consisting of $107 in interest income on marketable securities, offset by operating costs of $40 [96]. - For the six months ended June 30, 2020, the company incurred a net loss of $57, with operating costs of $164 and interest income of $107 [96]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on June 26, 2020, raising gross proceeds of $40 million from 4,000,000 Units sold at $10.00 per Unit [99]. - Following the IPO and the exercise of the over-allotment option, a total of $46 million was placed in the Trust Account, with transaction costs amounting to $2,069,154 [101]. Cash and Securities - As of June 30, 2020, the company had cash and marketable securities of $46,000,107 in the Trust Account, intended for completing a Business Combination [104]. - The company had cash of $860,654 outside the Trust Account, primarily for identifying and evaluating target businesses [105]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of June 30, 2020 [108]. Acquisition Plans - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of a Business Combination [94]. - The company has engaged EarlyBirdCapital as an advisor for a Business Combination, agreeing to pay a cash fee of $1,610,000 upon consummation [110]. Operations - The company has not engaged in any operations or generated any revenues to date, with only organizational activities and search for a target business since inception [95].