Nukkleus and Brilliant Acquisition Corp. Enter into Business Combination Agreement

Nukkleus, Inc. ("Nukkleus" or the "Company"), has announced the signing of a merger agreement for a proposed business combination with Brilliant Acquisition Corp (Nasdaq: BRLI) ("Brilliant"), a publicly-traded special purpose acquisition company formed in the British Virgin Islands. The transaction values the Company at an enterprise value of approximately $140 million.

Management Comments

"Nukkleus is extremely pleased to move toward our planned merger with Brilliant. We are very excited that Brilliant has recognized the opportunity Nukkleus provides its shareholders. Nukkleus, through the use of leading edge technology, bridges many asset class execution points and applies this technology to revolutionize global money movement." - Emil Assentato, Nukkleus's CEO & Chairman

Nukkleus Strategy Pillars

• Technology: multi-asset trading technology.

• Trading: Crypto exchange-traded products and fiat-to-crypto exchange services.

• Payments: Crypto enabled multi-currency cross-border payments.

• ​Data: Financial market data, AI analytics and research for FX, CFDs and crypto.

Transaction Overview

Under the terms of the merger agreement with Brilliant, a newly formed British Virgin Islands company and a wholly-owned subsidiary of Nukkleus will merge with and into Brilliant, with Brilliant surviving the Merger as a wholly owned subsidiary of Nukkleus. Nukkleus, as the parent company of Brilliant, will issue common stock to the shareholders of Brilliant. The merger agreement contemplates that, prior to the closing of the proposed transaction, Nukkleus will undertake a reverse stock split at a ratio of 1:25.146, or such other ratio as may be agreed between Nukkleus and Brilliant.

The transaction has been approved by the Boards of Directors of both Nukkleus and Brilliant. The proposed business combination is expected to close in the second or third quarter of 2022, subject to the satisfaction of customary closing conditions, including certain governmental approvals and the approval of the shareholders of each of Nukkleus and Brilliant.

Additional information may be found in the Current Reports on Form 8-K being filed by Nukkleus and Brilliant today with the U.S. Securities and Exchange Commission.

Nukkleus intends to use the proceeds from the transaction to accelerate growth across the Company's network, empowering the Company’s portfolio of businesses to pioneer faster and more valuable custody, investment and payments solutions, and building new infrastructures for the digital economy.  Nukkleus plans to expand its support of sustainable ESG initiatives, bringing together crypto thought leaders to collaborate on a variety of blockchain-enabled projects, empowering communities and reducing the digital divide.

Upon closing, Nukkleus's common stock is expected to trade on the Nasdaq Capital Market under the ticker symbol "NUKK."

Advisors

ClearThink Capital LLC is acting as financial advisor to Nukkleus. Schiff Hardin LLP is acting as legal advisor to Nukkleus. RedEight Capital Limited, Axiom Capital Management, Inc., and Earlybird Capital Inc. are acting as financial advisors to Brilliant. Loeb & Loeb LLP is acting as legal advisor to Brilliant.