T3 Defense Inc 8-K, filed Aug 31, 2021
T3 Defense Inc. (DFNS)
About this 8-K
T3 Defense Inc filed this 8-K on August 31, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 31, 2021
BRILLIANT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 333-237153 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
99 Dan Ba Road, C-9, Putuo District,
Shanghai, Peoples Republic of China
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (86) 021-80125497
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Ordinary Share, one Right and one Redeemable Warrant | BRLIU | The Nasdaq Capital Market | ||
| Ordinary Shares, no par value per share | BRLI | The Nasdaq Capital Market | ||
| Rights, each right entitling the holder to 1/10 of one Ordinary Share | BRLIR | The Nasdaq Capital Market | ||
| Warrants, each warrant exercisable for one Ordinary Share for $11.50 per share | BRLIW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On August 26, 2021, Brilliant Acquisition Corporation (the “Company”) received a notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Q2 2021 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or before August 16, 2021. Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the SEC.
Nasdaq has informed the Company that, under the Nasdaq’s listing rules, the Company has until October 26, 2021 to submit a plan to regain compliance with respect to these delinquent reports. The Nasdaq notice has no immediate impact on the listing or trading of the Company’s units, common stock or warrants on Nasdaq.
As previously reported by the Company in its Form 8-K filed with the SEC on April 19, 2021, the Company is currently determining the extent to which the April 12, 2021 statement released by the Staff of the SEC relating to the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”) will impact its financial statements as of and for the fiscal quarter ended June 30, 2021, which will be included in the Q2 2021 Form 10-Q.
The Company is currently conducting this analysis and, as such, is unable to timely file its Q2 2021 Form 10-Q until the assessment, and any modifications or restatements of the Company’s periodic reports, should any be necessary, are complete and accepted by its auditor. The Company is working diligently to complete the Q2 2021 Form 10-Q and expects to file such report as soon as practicable. While the Company has already started its assessment of the relevant warrant provisions as described above, it also intends to promptly file a plan of compliance with Nasdaq and to complete the assessment of its warrants and filing of its Annual Report on Form 10-K for the year ended December 31, 2020, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) and Q2 2021 Form 10-Q soon as practicable. On August 31, 2021, the Company issued a press release announcing the receipt of the notice of non-compliance from Nasdaq. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This report contains certain forward-looking statements, including without limitation the Company’s current expectations and intentions with respect to the filing of its Q2 2021 Form 10-Q. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this report. Although the Company believes such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, including the length of time that may be required for the Company to complete its procedures and file the Q2 2021 Form 10-Q, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the SEC.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 31, 2021. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRILLIANT ACQUISITION CORPORATION | |||
| By: | /s/ Dr. Peng Jiang | ||
| Name: | Dr. Peng Jiang | ||
| Title: | Chief Executive Officer | ||
| Dated: August 31, 2021 | |||
Exhibit 99.1
Brilliant Acquisition Corporation: New SEC Guidance Relating to SPAC Warrants, Its Effect on the Company’s Periodic Filings and Compliance with Nasdaq Rules
August 31, 2021 | 5:00 PM (EST) | Source: Brilliant Acquisition
New York, August 31, 2021 (GLOBE NEWSWIRE) -- Brilliant Acquisition Corporation (the “Company”) announced today that, as the result of the U.S. Securities and Exchange Commission’s (“SEC’s”) recent guidance, released on April 12, 2021 relating to the accounting treatment of certain warrants issued in connection with special purpose acquisition company (“SPAC”) issuers, that the Company is conducting an analysis of the effect of the SEC’s guidance (if any) on the accounting treatment of its warrants. The Company’s conclusion as to the proper accounting treatment of its warrants (and corrective disclosures, if any) must be approved by its auditor, Marcum LLP (“Marcum”) before the Company can obtain Marcum’s consent to file its annual report on Form 10-Q for the fiscal quarter ending June 30, 2021 (“Q2 2021 Form 10-Q”).
The Company is currently conducting this analysis and, as such, is unable to timely file its Q2 2021 Form 10-Q until the assessment, and any modifications or restatements of the Company’s periodic reports, should any be necessary, are complete and accepted by Marcum. The Company notified Nasdaq of this requirement, and the resultant effect of delay in filing of its periodic reports, including its Q2 2021 Form 10-Q. The Company received notice from Nasdaq on August 26, 2021 that it may submit a plan to comply with its obligation to timely file periodic reports pursuant to Nasdaq listing rule 5250(c)(1) and that it is currently not compliant with that rule on the basis of its inability to timely file its Q2 2021 Form 10-Q, which it intended to file on or prior to its due date of August 16, 2021.
While the Company has already started its assessment of the relevant warrant provisions as described above, it also intends to promptly file a plan of compliance with Nasdaq and to complete the assessment of its warrants and filing of its annual report on Form 10-K for the year ended December 31, 2020, its Form-10Q for the fiscal quarter ending March 31, 2021 (“Q1 2021 Form 10-Q”) as well as its Q2 2021 Form 10-Q for as soon as practicable.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward- looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Dr. Peng Jiang
Chief Executive Officer
Brilliant Acquisition Corporation
+ (86) 021-80125497