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Correspondence 0001013762-23-001358 from T3 Defense Inc. (DFNS)

T3 Defense Inc.
Date: Oct. 3, 2023 · CIK: 0001787518 · Accession: 0001013762-23-001358

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File numbers found in text: 333-273401

Referenced dates: September 27, 2023

Date
October 3, 2023
Author
/s/ Giovanni Caruso
Form
CORRESP
Company
T3 Defense Inc.

Letter

Via Edgar Office of Trade & Services Division of Corporation Finance United States Securities and Exchange Commission Attention: Cara Wirth Re: Brilliant Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed September 8, 2023 File No. 333-273401

Dear Ms. Wirth and Mr. King:

On behalf of our client, Brilliant Acquisition Corp., a British Virgin Islands business company (the “Company” or “Brilliant”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter (the “Comment Letter”), dated September 27, 2023, regarding Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-273401), filed by the Company on September 8, 2023 (the “Prior Registration Statement”).

Brilliant is filing Amendment No. 2 to the Registration Statement on Form S-4 (the “Registration Statement”) contemporaneously with the filing of this response letter. The newly filed Registration Statement reflects the Company’s responses to the comments received from the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-4 Filed September 8, 2023

Extensions of Time to Consummate Brilliant’s Initial Business Combination, page 26

1. We note your amended disclosure in response to comment 2, including your revised risk factor on page 27. We note your statement that “Brilliant’s management and representatives of Nukkleus together with their respective counsel intend to participate in a hearing before the Panel scheduled for August 31, 2023.” Please revise here and elsewhere as appropriate to update for developments that occurred at or after the August

31, 2023 meeting. Additionally, please revise or add a new risk factor that addresses your statement on page 117 “Nasdaq has not provided a response to Brilliant’s extension to December 23, 2023 as of the date of this joint proxy statement/prospectus.”

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 27, 89, 117, and 179-180 of the Registration Statement.

Exclusive Forum Selection, page 135

2. We note your amended disclosure in response to comment 7. Your revised disclosure on page 135 states that “[t]he Amended Charter further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.” However, your Amended and Restated Certificate of Incorporation states that “the Court of Chancery and

the federal district courts of the United States of America shall, to the fullest extent permitted by law, have concurrent jurisdiction for the resolution of any complaint asserting a cause of action arising under the Securities Act ... .” Please revise for consistency.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 135 of the Registration Statement.

Material U.S. Federal Income Tax Consequences

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Nukkleus Securities,

page 153

3. We note your amended disclosure in response to comment 5 and we reissue it in part. We note that counsel’s opinion in the section titled “U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Nukkleus Securities” is a “should” opinion. Please revise to explain clearly why counsel cannot give a “will” opinion. Refer to Section III.C of Staff Legal Bulletin No. 19.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 10, 81, and 153 of the Registration Statement. Additionally, ArentFox Schiff LLP has filed as Exhibit 8.2 to the Registration Statement an updated draft opinion that is intended to comply with the requirements of the referenced Staff Legal Bulletin. A final, executed opinion will be filed as an exhibit to the Company’s Registration Statement by amendment.

General

4. We note your amended disclosure in response to comment 9. Please revise to address Brilliant’s status and its ability to enter into and complete a business combination without interference by the Chinese government. Additionally, we note that you added a risk factor on page 86 regarding your CFIUS status. Please disclose whether you have sought CFIUS approval in connection with this transaction and explain such decision.

RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 87 of the Registration Statement.

Please call me at 212-407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,
/s/ Giovanni Caruso

Show Raw Text
CORRESP
1
filename1.htm

    Giovanni
Caruso

Partner

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

    Direct     212.407.4866

Main       212.407.4000

Fax          212.937.3943

gcaruso@loeb.com

Via Edgar

October 3, 2023

Office of Trade & Services

Division of Corporation Finance

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Attention:
    Cara Wirth

    Dietrich King

    Re:
    Brilliant Acquisition Corp.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed September 8, 2023

    File No. 333-273401

Dear Ms. Wirth and Mr. King:

On behalf of our client, Brilliant Acquisition
Corp., a British Virgin Islands business company (the “Company” or “Brilliant”), we submit to the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) this letter setting
forth the Company’s responses to the comments contained in the Staff’s letter (the “Comment Letter”), dated
September 27, 2023, regarding Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-273401), filed by the Company on
September 8, 2023 (the “Prior Registration Statement”).

Brilliant is filing Amendment No. 2 to the Registration
Statement on Form S-4 (the “Registration Statement”) contemporaneously with the filing of this response letter. The
newly filed Registration Statement reflects the Company’s responses to the comments received from the Staff and certain updated
information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s
response. All page references in the responses set forth below refer to the page numbers in the Registration Statement.

Amendment No. 1 to Registration Statement
on Form S-4 Filed September 8, 2023

Extensions of Time to Consummate Brilliant’s
Initial Business Combination, page 26

1. We note your amended disclosure in response
to comment 2, including your revised risk factor on page 27. We note your statement that “Brilliant’s management and representatives
of Nukkleus together with their respective counsel intend to participate in a hearing before the Panel scheduled for August 31, 2023.”
Please revise here and elsewhere as appropriate to update for developments that occurred at or after the August

31, 2023 meeting. Additionally, please revise
or add a new risk factor that addresses your statement on page 117 “Nasdaq has not provided a response to Brilliant’s extension
to December 23, 2023 as of the date of this joint proxy statement/prospectus.”

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on pages 27, 89, 117, and 179-180 of the Registration Statement.

Exclusive Forum Selection, page 135

2. We note your amended disclosure in response
to comment 7. Your revised disclosure on page 135 states that “[t]he Amended Charter further provides that the federal district courts
of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the
Securities Act.” However, your Amended and Restated Certificate of Incorporation states that “the Court of Chancery and

the federal district courts of the United States
of America shall, to the fullest extent permitted by law, have concurrent jurisdiction for the resolution of any complaint asserting a
cause of action arising under the Securities Act ... .” Please revise for consistency.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on page 135 of the Registration Statement.

Material U.S. Federal Income Tax Consequences

U.S. Federal Income Tax Consequences of the
Merger to U.S. Holders of Nukkleus Securities,

page 153

3. We note your amended disclosure in response
to comment 5 and we reissue it in part. We note that counsel’s opinion in the section titled “U.S. Federal Income Tax Consequences
of the Merger to U.S. Holders of Nukkleus Securities” is a “should” opinion. Please revise to explain clearly why counsel
cannot give a “will” opinion. Refer to Section III.C of Staff Legal Bulletin No. 19.

RESPONSE: In response to the
Staff’s comment, the Company has revised the disclosure on pages 10, 81, and 153 of the Registration Statement. Additionally,
ArentFox Schiff LLP has filed as Exhibit 8.2 to the Registration Statement an updated draft opinion that is intended to comply with
the requirements of the referenced Staff Legal Bulletin. A final, executed opinion will be filed as an exhibit to the Company’s Registration Statement by amendment.

General

4. We note your amended disclosure in response
to comment 9. Please revise to address Brilliant’s status and its ability to enter into and complete a business combination without interference
by the Chinese government. Additionally, we note that you added a risk factor on page 86 regarding your CFIUS status. Please disclose
whether you have sought CFIUS approval in connection with this transaction and explain such decision.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on page 87 of the Registration Statement.

Please call me at 212-407-4866 if you would like additional information
with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner, Loeb & Loeb LLP