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August 21, 2023
Peng Jiang
Chief Executive Officer and Chief Financial Officer
Brilliant Acquisition Corp
99 Dan Ba Road, C-9, Putuo District
Shanghai, Peoples Republic of China
Re:Brilliant Acquisition Corp
Registration Statement on Form S-4
Filed July 25, 2023
File No. 333-273401
Dear Peng Jiang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed July 25, 2023
Ownership of the Post-Business Combination Company after the Closing, page 23
1.We note that you provide No Redemption and Maximum Redemption scenarios.  Please
revise to include a 50% redemption scenario as well. Please make corresponding changes
throughout, including to your disclosure on pages 126 and 185.  Additionally, please
revise the footnote to reflect the total number of shareholder redemptions to date.  For
example, we note that in connection with the March 18, 2022 extension that shareholders
elected to redeem 1,025,281 shares.
Extensions of Time to Consummate Brilliant's Initial Business Combination, page 26
2.Please revise to disclose here, and elsewhere as appropriate, the process and current status
of your hearing with Nasdaq regarding your non-compliance with Nasdaq IM-5101-2,

 FirstName LastNamePeng Jiang
 Comapany NameBrilliant Acquisition Corp
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 FirstName LastName
Peng Jiang
Brilliant Acquisition Corp
August 21, 2023
Page 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.  Separately, please also revise your Risk Factors to add appropriate risk factor
disclosure, including specifically adding the risk factor that you added to your preliminary
proxy statement on Schedule 14A filed on July 5, 2023, titled "Nasdaq may delist
Brilliant's securities from its exchange which could limit investors' ability to make
transactions in its securities and subject Brilliant to additional trading restrictions."
Trading Market and Dividends
Nukkleus, page 34
3.We note references to Nukkleus being quoted for trading on OTC Pink Sheets and the
closing price of Nukkleus Common Stock on the record date.  However, based on your
disclosure on pages 18 and 112, we note that Nukkleus was delisted from OTC Pink
Sheets on April 21, 2023.  Please revise for consistency.
The Background of Brilliant's Interaction with Nukkleus, page 104
4.Please revise the background to address the following:
•Quantify the required threshold for Nasdaq qualification that prompted discussions to
restructure the transaction.
•Describe any material discussions or negotiations regarding the consideration to be
offered.
•Provide additional information on the extension to consummate an initial business
combination to December 23, 2023, including the response from Nasdaq.
•Describe any material discussions or negotiations regarding the decision to not seek
an amended fairness opinion.
Material U.S. Federal Income Tax Consequences, page 142
5.Please file a tax opinion that addresses the material federal income tax consequences to
investors of the Domestication and the Merger, and revise the disclosure in this section to
acknowledge and reflect that the tax consequences are the opinion of counsel.  Refer to
Item 601(b)(8) of Regulation S-K and Section III.A.2 of Staff Legal Bulletin No. 19.
Additionally, please revise to address and express a conclusion for each material federal
tax consequence.  A description of the law is not sufficient.  Rather, the tax opinion must
opine on the material tax issues.  If there is a lack of authority directly addressing the tax
consequences of the transaction, conflicting authority or significant doubt about the tax
consequences, counsel may issue a "should" or "more likely than not" opinion to make
clear that the opinion is subject to a degree of uncertainty.  In such cases, counsel should
explain clearly why it cannot give a "will" opinion.  Refer to Section III.C of Staff Legal
Bulletin No. 19.

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 Comapany NameBrilliant Acquisition Corp
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 FirstName LastName
Peng Jiang
Brilliant Acquisition Corp
August 21, 2023
Page 3
6.In the section titled "U.S. Federal Income Tax Consequences of the Domestication to U.S.
Holders of Brilliant Securities," please remove the language stating that the information is
a "discussion."
Description of Brilliant's Securities, page 207
7.We note your exclusive forum provision in your Amended and Restated Certificate of
Incorporation, included as Annex C.  Please revise to include a description of such
provisions in this section and include related risk factor disclosure as well.
General
8.We note your various revisions regarding Mr. Porcheron's role with Nukkleus. Please
clarify whether Mr. Porcheron provided a report, opinion or appraisal to Nukkleus in any
capacity, and revise to provide the information required by Item 1015(b) of Regulation M-
A. Additionally, in the section titled "Letter Agreement with PK Asset Management,"
please revise to reflect the GBP 31,000 upfront retainer, and the $2.50 strike price for the
1,000,000 stock options, or tell us whether the terms changed.
9.Please revise your filing, as applicable, to provide more specific and prominent
disclosures about the legal and operational risks associated with China-based companies,
with respect to Brilliant Acquisition Corporation. For additional guidance, please see the
Division of Corporation Finance’s Sample Letter to China-Based Companies issued by the
Staff in December 2021, which is available on our website.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Nasreen Mohammed at 202-551-3773 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Cara Wirth at 202-551-7127 or Dietrich King at 202-551-8071 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Giovanni Caruso