Correspondence 0001213900-23-054385 from T3 Defense Inc. (DFNS)
T3 Defense Inc.
Date: July 5, 2023 · CIK: 0001787518 · Accession: 0001213900-23-054385
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39341
Referenced dates: July 3, 2023
Letter
Via Edgar Division of Corporation Finance Office of Real Estate & Construction Re: Brilliant Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed June 16, 2023 File No. 001-39341
Dear Ms. Paulemon and Ms. Yale:
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 response to the comment contained in the Staff’s letter dated July 3, 2023 (the “Comment Letter”) regarding the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”).
Contemporaneously, the Company is filing via EDGAR Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”), which reflects the Company’s response to the comment received from the Staff and certain updated information. For ease of reference, the 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.
Preliminary Proxy Statement on Schedule 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.
RESPONSE: In response to the Staff’s comment, the Company has included additional risk factor disclosure on pages 7-8 of Amendment No. 1.
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
July 5, 2023
Pearlyne Paulemon
Dorrie Yale
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Brilliant Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 16, 2023
File No. 001-39341
Dear Ms. Paulemon and Ms. Yale:
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 response to the comment contained in the Staff’s letter dated July 3, 2023 (the “Comment Letter”)
regarding the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”).
Contemporaneously, the Company is filing via EDGAR
Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”), which reflects the Company’s response
to the comment received from the Staff and certain updated information. For ease of reference, the 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.
Preliminary Proxy Statement on Schedule
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.
RESPONSE: In response to the Staff’s
comment, the Company has included additional risk factor disclosure on pages 7-8 of Amendment No. 1.
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