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Nukkleus(NUKK) - 2023 Q2 - Quarterly Report
2023-08-18 20:15
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, reflecting an increase in operating costs [168]. - For the six months ended June 30, 2023, the company had a net loss of $342,866, down from a net loss of $495,826 in the same period in 2022, indicating a reduction in operating costs [169]. - Cash used in operating activities for the six months ended June 30, 2023, was $183,291, influenced by changes in operating assets and liabilities [174]. Cash and Liquidity - 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 [176]. - The company has a working capital deficit of $1,572,423 as of June 30, 2023, raising concerns about its ability to continue as a going concern [180]. - The company may need to raise additional funds to meet liquidity needs or to complete its Business Combination, which could involve issuing additional securities or incurring debt [179]. Business Combination - The company intends to complete a Business Combination before the mandatory liquidation date of August 23, 2023, or obtain an extension [181]. - The company incurred $2,069,154 in transaction costs related to its Initial Public Offering, including $1,610,000 in underwriting fees [173]. - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit [171]. Equity and Shares - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [188]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [189]. - Redeemable ordinary shares are included in the EPS calculation without creating a different class of shares, as the redemption feature is at fair value [190]. Financial Instruments - Management evaluates financial instruments, including stock purchase warrants, to determine if they are derivatives, reassessing classification at each reporting period [191]. - Private Placement Warrants are recognized as derivative warrant liabilities at fair value, subject to re-measurement at each balance sheet date until exercised [192]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [192]. Regulatory and Reporting - Management does not anticipate that recently issued accounting standards will materially affect financial statements if adopted [193]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [194].
Nukkleus(NUKK) - 2023 Q1 - Quarterly Report
2023-05-22 20:10
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39341 BRILLIANT ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State or ot ...
Nukkleus(NUKK) - 2022 Q4 - Annual Report
2023-03-10 21:15
IPO and Trust Account - 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[30]. - A total of $46 million is currently held in the trust account for the benefit of public stockholders, following additional sales and deposits[32]. - The amount in the trust account as of December 31, 2022, was $10.77 per public share[63]. - Following the shareholder vote to amend the articles of association, 633,792 ordinary shares were redeemed, leaving approximately $41.5 million in the trust account, equating to about $10.46 per public share[85]. - After a subsequent extension, 1,025,281 shares were redeemed, resulting in approximately $31.2 million remaining in the trust account, or about $10.60 per public share[86]. - A further redemption of 2,375,991 shares left approximately $6.1 million in the trust account, with a pro rata portion of about $10.72 per public share[87]. - Following the latest extension, 159,203 shares were redeemed, leading to approximately $4.4 million in the trust account, or about $10.77 per public share[88]. - The company will distribute the remaining funds in the trust account to public shareholders if the initial business combination is not completed by the deadline[89]. - The company plans to enter voluntary liquidation after the redemption of public shares, which will not delay the payment of redemption proceeds[90]. - The company has agreed to waive redemption rights for initial shareholders regarding founder shares and private units if the initial business combination is not completed by April 23, 2023[91]. - The redemption price for warrants is set at $0.01 per warrant, contingent on the ordinary shares' last sale price being at least $16.50 for 20 trading days within a 30-day period[92]. - If the initial business combination is not consummated by April 23, 2023, rights and warrants will expire worthless[93]. - The estimated per-share redemption amount upon dissolution is approximately $10.46, but may be less due to creditor claims[96]. - As of December 31, 2022, the company had access to approximately $55,789 not placed in the trust account to cover potential claims[101]. Business Combination Strategy - The company primarily targets growth businesses with a total enterprise value between $200 million and $300 million, aiming for significant revenue and earnings growth[28]. - The company seeks to acquire businesses that can benefit from being publicly traded and have the potential for strong free cash flow generation[30]. - The company entered into a Merger Agreement with Nukkleus Inc., which will result in Nukkleus becoming the Nasdaq-listed parent company upon completion[36]. - The company intends to utilize cash from its IPO and private placement, along with potential new debt, for its initial business combination[41]. - The target business or businesses must have a collective fair market value equal to at least 80% of the value of the trust account at the time of the agreement[53]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interest or assets of the target business[54]. - The company may not pursue an initial business combination with another blank check company or a similar company with nominal operations[50]. - The company intends to use substantially all funds held in the Trust Account for the Business Combination and working capital for the target business[141]. - A Business Combination requires the Company to have net tangible assets of at least $5,000,001 and a majority of shares voted in favor of the transaction[220]. Financial Performance and Position - For the year ended December 31, 2022, the company reported a net loss of $967,614, with operating costs amounting to $1,202,399[133]. - The net loss for the year ended December 31, 2022, was $967,614, compared to a net loss of $599,127 for the year ended December 31, 2021, reflecting an increase of approximately 61.6%[200]. - Operating costs increased to $1,202,399 in 2022 from $670,916 in 2021, indicating a rise of approximately 79.2%[200]. - Total liabilities rose to $3,976,493 as of December 31, 2022, compared to $2,115,409 as of December 31, 2021, marking an increase of approximately 88%[197]. - The accumulated deficit increased to $(7,800,252) as of December 31, 2022, from $(5,712,294) as of December 31, 2021, reflecting a deterioration in financial position[197]. - The company had cash of $6,110,807 at the end of 2022, a significant increase from $283,403 at the end of 2021[197]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[132]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022[147]. - The company raised gross proceeds of $40,000,000 from its Initial Public Offering on June 26, 2020, with 4,000,000 units sold at $10.00 per unit[212]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees[138]. - The company accounts for ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events[153]. - The weighted average shares outstanding decreased to 4,636,222 in 2022 from 6,111,000 in 2021, representing a reduction of approximately 24.1%[200]. Management and Operations - The management team has extensive operational experience across various sectors, including biopharmaceuticals, consumer retail, and information technology, which aids in identifying acquisition opportunities[25]. - The management team emphasizes the importance of due diligence in evaluating prospective target businesses, including financial reviews and management assessments[29]. - The company has a proactive sourcing strategy focusing on companies in sectors experiencing significant outbound investment in the Asia-Pacific region[26]. - The company will conduct extensive due diligence on prospective target businesses, including meetings with management and facility inspections[51]. - The company may seek to recruit additional managers to supplement the incumbent management of the target business after the initial business combination[58]. - Management assessed the effectiveness of internal controls over financial reporting and identified a material weakness related to complex financial instruments as of December 31, 2022[164]. - The company plans to enhance internal controls and processes to better comply with complex accounting standards, although no assurance can be provided regarding the effectiveness of these initiatives[165]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[167]. - Management does not believe that any recently issued accounting standards will have a material effect on financial statements[158]. - The company maintains disclosure controls to ensure timely and accurate reporting in SEC filings, which were deemed effective as of December 31, 2022[162]. - The company has not experienced any disagreements with accountants on accounting and financial disclosure[161]. Market and Competition - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[106]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[111]. - The company intends to remain an emerging growth company until it meets specific revenue or market value thresholds[113]. - The company does not own any real estate or physical properties essential to its operations, currently leasing office space at no cost[116]. - There is no ongoing litigation against the company or its officers[117].
Nukkleus(NUKK) - 2022 Q3 - Quarterly Report
2022-11-14 21:14
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39341 BRILLIANT ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State o ...
Nukkleus(NUKK) - 2022 Q2 - Quarterly Report
2022-08-18 01:08
For the quarterly period ended June 30, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39341 BRILLIANT ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State or oth ...
Nukkleus(NUKK) - 2022 Q1 - Quarterly Report
2022-05-16 20:14
Financial Performance - For the period ended March 31, 2022, the company reported a net loss of $460,282, consisting of operating costs of $469,271 and interest income of $3,948 [148]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial Business Combination [147]. - Cash used in operating activities for the period ended March 31, 2022, was $699,248, impacted by changes in operating assets and liabilities [154]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees [153]. - As of March 31, 2022, the company had a working capital deficit of $2,755,392 and only $154,255 in cash held in its operating bank account [161]. Trust Account and IPO - As of March 31, 2022, the company had cash and marketable securities held in the Trust Account amounting to $41,496,970 [156]. - 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 [151]. - Following the Initial Public Offering, the total amount placed in the Trust Account was $46,000,000 after the exercise of the over-allotment option [153]. Business Combination and Funding - 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 [146]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial Business Combination [160]. Equity and Share Calculations - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [168]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [169]. - Redeemable ordinary shares are included in the EPS calculation without creating a different class of shares, as the redemption feature is at fair value [170]. Financial Instruments and Accounting Standards - Management evaluates financial instruments, including stock purchase warrants, to determine if they are derivatives, reassessing classification at each reporting period [171]. - Private Placement Warrants are recognized as derivative warrant liabilities at fair value, subject to re-measurement at each balance sheet date until exercised [172]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [172]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements if adopted [173]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [174].
Nukkleus(NUKK) - 2021 Q4 - Annual Report
2022-03-31 20:14
IPO and Financing - 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 net proceeds held in the trust account reached $46 million after subsequent sales of additional units[29]. - The company intends to utilize cash from its IPO and private placement, along with potential new debt, for its initial business combination[35]. - The company plans to use substantially all funds in the Trust Account for completing a Business Combination and financing operations of the target business[137]. - The company may borrow up to $1,500,000 in loans convertible into additional private units at $10.00 per unit upon consummation of the business combination[204]. Business Strategy and Target Acquisition - The company primarily targets middle-market growth businesses with a total enterprise value between $200 million and $300 million[24]. - The management team aims to leverage its operational experience across various sectors, including biopharmaceuticals and information technology, to identify acquisition opportunities[22]. - The company seeks to acquire businesses with significant revenue and earnings growth potential through new product development and increased production capacity[26]. - The merger agreement with Nukkleus Inc. would result in former Nukkleus stockholders owning approximately 66% of the post-business combination company[33]. - The company intends to acquire 100% of the equity interest or assets of the target business, but may acquire less than 100% if it becomes the majority shareholder[49]. Business Combination and Redemption - The company has extended its deadline to consummate its initial business combination multiple times, with the latest extension allowing until March 23, 2022[32]. - The company has extended the deadline to consummate its initial business combination to July 23, 2022, with a total of $2,014,594 deposited into the trust account[57]. - The fair market value of the target business must be at least 80% of the value of the trust account at the time of the agreement[48]. - The company will provide public shareholders with the opportunity to redeem shares at a per-share price equal to the aggregate amount in the trust account[58]. - The company must maintain net tangible assets of at least $5,000,001 immediately prior to or upon the consummation of the initial business combination[61]. - The company may not proceed with the redemption of public shares if it cannot satisfy the net tangible asset requirement[65]. - The company will conduct redemptions either in connection with a shareholder meeting or by means of a tender offer[59]. - Initial shareholders have agreed to waive their redemption rights with respect to their shares in connection with the business combination[62]. - Following shareholder redemptions, approximately $41.5 million remains in the trust account, with a pro rata portion of approximately $10.46 per public share[80]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the trust account[76]. - The company may enter voluntary liquidation if the initial business combination is not consummated by the deadline[85]. - The redemption amount per share upon dissolution is approximately $10.46, but may be subject to claims from creditors[91]. Financial Performance - For the year ended December 31, 2021, the company reported a net loss of $599,127, which included operating costs of $670,916 and interest income of $4,634 from marketable securities[129]. - The company had a net loss of $317,737 for the year ended December 31, 2020, with operating costs of $148,010[130]. - Cash used in operating activities for the year ended December 31, 2021, was $430,914, with cash provided by financing activities amounting to $1,381,500[135]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees[134]. - As of December 31, 2021, the company had cash and marketable securities held in the Trust Account totaling $47,387,687, which will be used to complete a Business Combination[137]. - As of December 31, 2021, the company had $282,903 of cash held in its operating bank account, intended for identifying and evaluating target businesses[138]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2021[141]. Governance and Compliance - The board of directors consists of four members, including Dr. Peng Jiang as Chairman and CEO, and has a two-class structure with staggered terms[173]. - The audit committee is composed of independent directors, with Mr. Zan Wu serving as chairman, ensuring compliance with Nasdaq listing standards[177]. - The compensation committee, chaired by Mr. Yebo Shen, is responsible for reviewing and approving executive compensation and corporate goals[182]. - The company has adopted a code of conduct and ethics applicable to all directors, officers, and employees[185]. - The company must comply with the Sarbanes-Oxley Act regarding internal control evaluations for the fiscal year ending December 31, 2021[107]. - Management identified a material weakness in internal control over financial reporting related to the accounting for complex financial instruments[159]. - The company has not made any changes to its internal control over financial reporting that materially affect its operations during the most recent fiscal quarter[162]. - A majority of the board must be composed of independent directors, as required by the Nasdaq Capital Market, to maintain the integrity of independent judgment[215]. - The company has established measures to minimize conflicts of interest, including obtaining an independent investment banking opinion for business combinations with affiliated entities[214]. Shareholder Information - Nisun Investment Holding Limited holds 1,265,001 shares, representing 20.7% of the outstanding common stock[192]. - Karpus Investment Management owns 394,114 shares, accounting for 6.45% of the outstanding common stock[192]. - Mizuho Financial Group, Inc. has 459,116 shares, which is 7.51% of the outstanding common stock[192]. - Hudson Bay Capital Management LP holds 395,450 shares, representing 6.47% of the outstanding common stock[192]. - Feis Equities LLC owns 584,332 shares, accounting for 9.56% of the outstanding common stock[192]. - The company issued an aggregate of 1,150,000 founder shares for approximately $0.022 per ordinary share[194]. - The company has a promissory note with a principal amount of $300,000, of which $243,833 was outstanding as of June 26, 2020[199]. - An unsecured promissory note was issued for $460,000, with the full amount outstanding as of December 31, 2021[200]. - Related party transactions exceeding $120,000 require approval from the audit committee and independent directors[209]. Audit and Fees - Audit fees for the year ended December 31, 2021, totaled $47,380, an increase from $19,189 in 2020, reflecting a significant rise in professional services rendered[218]. - Audit fees charged by Marcum BP for the year ended December 31, 2021, amounted to $30,900, compared to $41,200 in 2020, indicating a decrease in fees for that period[219]. - The audit committee is responsible for overseeing the appointment and work of independent auditors, ensuring their independence and compliance with regulations[179]. - The company has independent directors who hold regular meetings to ensure that affiliated transactions are conducted on terms no less favorable than those available from independent parties[216].
Nukkleus(NUKK) - 2021 Q3 - Quarterly Report
2021-11-19 22:25
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-237153 BRILLIANT ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State ...
Nukkleus(NUKK) - 2021 Q2 - Quarterly Report
2021-10-13 01:12
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-237153 BRILLIANT ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State or ot ...
Nukkleus(NUKK) - 2021 Q1 - Quarterly Report
2021-10-13 01:04
Financial Performance - The company reported a net loss of $20,373 for the three months ended March 31, 2021, which included operating costs of $78,411 and a decrease in fair value of derivative warrant liabilities of $56,901, offset by interest income of $1,137 [136]. - Cash used by operating activities for the three months ended March 31, 2021, was $85,864, influenced by a net loss of $20,373 and changes in operating assets and liabilities [143]. Cash and Securities - As of March 31, 2021, the company had cash and marketable securities held in the Trust Account amounting to $46,004,188, which will be used to complete a Business Combination [145]. - 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 [140]. - Following the exercise of the underwriters' over-allotment option, the company raised an additional $6,210,000 from the sale of 600,000 Units and 21,000 Private Units [141]. - The company incurred transaction costs of $2,069,154 related to the Initial Public Offering, including $1,610,000 in underwriting fees [142]. Business Strategy - The company intends to focus on businesses primarily located in the Asia-Pacific region for potential Business Combinations [132]. - The company may incur significant costs in pursuing acquisition plans and cannot assure the success of completing a Business Combination [134]. - The company plans to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence [146]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2021 [150].