SEC Comment Letter 0000000000-23-012310 to T3 Defense Inc. (DFNS)
T3 Defense Inc.
Date: Nov. 9, 2023 · CIK: 0001787518 · Accession: 0000000000-23-012310
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273401
Letter
United States securities and exchange commission logo November 9, 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 Amendment No. 3 to Registration Statement on Form S-4 Filed November 6, 2023 File No. 333-273401 Dear Peng Jiang: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 3 to Registration Statement on Form S-4 Filed November 6, 2023 General 1.We note that you did not seek an updated fairness opinion because “the valuation analysis and the conclusion expressed in Benchmark’s fairness opinion would not be impacted by the amendment and restatement of the Merger Agreement and the corresponding change in the Business Combination structure because the equity value of Nukkleus of $105,000,000 is even more beneficial to Brilliant and its shareholders than the initial pre- Merger consolidated equity value of $140,000,000.” Revise to expand upon this reasoning, including the board's consideration of whether the lower valuation of Nukkleus materially affects any of the forecasts and assumptions underlying the valuation analysis and conclusion expressed in Benchmark's opinion. Also address how the change in valuation affected the board's recommendation that stockholders approve the transaction. 2.Please disclose whether ClearThink and Mr. Marshak resigned as a result of any disagreement with any of the merger-related parties regarding any aspect of the merger.
FirstName LastNamePeng Jiang Comapany NameBrilliant Acquisition Corp November 9, 2023 Page 2 FirstName LastName Peng Jiang Brilliant Acquisition Corp November 9, 2023 Page 2 Please 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 Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Giovanni Caruso
Show Raw Text
United States securities and exchange commission logo
November 9, 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
Amendment No. 3 to Registration Statement on Form S-4
Filed November 6, 2023
File No. 333-273401
Dear Peng Jiang:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-4 Filed November 6, 2023
General
1.We note that you did not seek an updated fairness opinion because “the valuation analysis
and the conclusion expressed in Benchmark’s fairness opinion would not be impacted by
the amendment and restatement of the Merger Agreement and the corresponding change
in the Business Combination structure because the equity value of Nukkleus of
$105,000,000 is even more beneficial to Brilliant and its shareholders than the initial pre-
Merger consolidated equity value of $140,000,000.” Revise to expand upon this
reasoning, including the board's consideration of whether the lower valuation of Nukkleus
materially affects any of the forecasts and assumptions underlying the valuation analysis
and conclusion expressed in Benchmark's opinion. Also address how the change in
valuation affected the board's recommendation that stockholders approve the transaction.
2.Please disclose whether ClearThink and Mr. Marshak resigned as a result of any
disagreement with any of the merger-related parties regarding any aspect of the merger.
FirstName LastNamePeng Jiang
Comapany NameBrilliant Acquisition Corp
November 9, 2023 Page 2
FirstName LastName
Peng Jiang
Brilliant Acquisition Corp
November 9, 2023
Page 2
Please 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 Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Giovanni Caruso