SEC Comment Letter 0000000000-23-007035 to T3 Defense Inc. (DFNS)
T3 Defense Inc.
Date: July 3, 2023 · CIK: 0001787518 · Accession: 0000000000-23-007035
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39341
Letter
United States securities and exchange commission logo July 3, 2023 Dr. Peng Jiang Chief Executive Officer Brilliant Acquisition Corp 99 Dan Ba Road, C-9, Putuo District Shanghai, Peoples Republic of China Re:Brilliant Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed June 16, 2023 File No. 001-39341 Dear Dr. Peng Jiang: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form PRE 14A filed June 16, 2023 General 1.We note that you are seeking to extend your termination date to December 23, 2023, a date which is 42 months from your initial public offering. We also note your statement, in your Current Report on Form 8-K filed on June 29, 2023, that you have received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that you are not in compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, and stating that unless you timely request a hearing, your securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on July 7, 2023. Please revise to disclose the receipt of this notice and your deficiency, and how you intend to address it. Please also revise to discuss the risks of your non-compliance with this rule, including any consequences if the Nasdaq Hearings Panel does not grant you a waiver for compliance with this rule.
FirstName LastNameDr. Peng Jiang Comapany NameBrilliant Acquisition Corp July 3, 2023 Page 2 FirstName LastName Dr. Peng Jiang Brilliant Acquisition Corp July 3, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Giovanni Caruso
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United States securities and exchange commission logo
July 3, 2023
Dr. Peng Jiang
Chief Executive Officer
Brilliant Acquisition Corp
99 Dan Ba Road, C-9, Putuo District
Shanghai, Peoples Republic of China
Re:Brilliant Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed June 16, 2023
File No. 001-39341
Dear Dr. Peng Jiang:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form PRE 14A filed June 16, 2023
General
1.We note that you are seeking to extend your termination date to December 23, 2023, a
date which is 42 months from your initial public offering. We also note your statement, in
your Current Report on Form 8-K filed on June 29, 2023, that you have received a notice
from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating
that you are not in compliance with Nasdaq IM-5101-2, which requires that a special
purpose acquisition company must complete one or more business combinations within 36
months of the effectiveness of its IPO registration statement, and stating that unless you
timely request a hearing, your securities (units, ordinary shares, warrants, and rights)
would be subject to suspension and delisting from The Nasdaq Capital Market at the
opening of business on July 7, 2023. Please revise to disclose the receipt of this notice and
your deficiency, and how you intend to address it. Please also revise to discuss the risks of
your non-compliance with this rule, including any consequences if the Nasdaq Hearings
Panel does not grant you a waiver for compliance with this rule.
FirstName LastNameDr. Peng Jiang
Comapany NameBrilliant Acquisition Corp
July 3, 2023 Page 2
FirstName LastName
Dr. Peng Jiang
Brilliant Acquisition Corp
July 3, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Pearlyne Paulemon at 202-551-8714 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Giovanni Caruso