T3 Defense Inc 8-K, filed Apr 19, 2021

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): APRIL 19, 2021

BRILLIANT ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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, Brilliant Acquisition Corporation (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-10K for the fiscal year ending 2020 (“Form-10K”).

The Company is currently conducting this analysis and, as such, is unable to timely file its Form-10K 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 on the filing of its Form 10-K. The Company received notice from Nasdaq on April 15, 2021 that it will have until June 14, 2021 to 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 Form-10K on its due date of April 15, 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 Form-10K as soon as practicable.

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

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.