SecProbe.io

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 July 14, 2025

Menachem Shalom
Chief Executive Officer, Chief Financial Officer, and Director
Nukkleus Inc.
575 Fifth Ave, 14th Floor
New York, NY 10017

 Re: Nukkleus Inc.
 Form 10-KT for Period Ended December 31, 2024
 File No. 001-39341
Dear Menachem Shalom:

 We have completed our review of your filings. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 NUKKLEUS INC.

 575 Fifth Avenue, 14th Floor

 New York, New York 10017

 (212) 791-4663

 July 8, 2025

 Via Edgar

 Ms. Angela Lumley

 Office of Trade and Services

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re: Nukkleus Inc.

 Form 10-KT
for Period Ended December 31, 2024

 Form 10-Q
for Fiscal Quarter Ended March 31, 2025

 File No.
001-39341

 Ms. Lumley:

 The following responses
address the comments of the Staff (the "Staff") as set forth in your letter (the "Comment Letter") relating to
the Annual Report on Form 10-KT for the year ended December 31, 2024 (the "Form 10-K") and the Form 10-Q for the fiscal quarter
ended March 31, 2025 ("Form 10-Q"), of Nukkleus Inc. ("Nukkleus" or the "Company").

 Form 10-KT for Period Ended December 31, 2024

 Item 9A. Controls and Procedures, page 56

 In your both your Form 10-KT for
the period ended December 31, 2024 and your Form 10-Q for the period ended March 31, 2025, you state your disclosure controls and procedures
were effective. Please tell us in detail how your principal executive and financial officer was able to conclude your disclosure controls
and procedures were effective as of December 31, 2024 and March 31, 2025, despite:

 ● the existence of a material weakness in your internal control
over financial reporting on both dates and

 ● your inability to timely file these Forms 10-KT and 10-Q.
Otherwise, amend your Form 10-KT for the period ended December 31, 2024 and your Form 10-Q for the period ended March 31, 2025 to state,
if true, that your disclosure controls and procedures were not effective. Refer to Items 307 and 308(a)(3) of Regulation S-X, along with
SEC Release No. 33-8809.

 In addition, amend your Form 10-KT
for the period ended December 31, 2024 to explicitly state, if true, that your internal control over financial reporting is not effective.

 Response

 We have amended the Form 10-K and Form 10-Q to amend the
filings to disclose that the disclosure controls and procedures were not effective and amend the Form 10-K to disclose that the internal
control over financial reporting is not effective.

 Please do not
hesitate to contact our attorney, Stephen Fleming, at 516-902-6567 if you have any questions or comments. Thank you.

 Very truly yours,

 /s/ Menachem Shalom

 Menachem Shalom, CEO

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 June 30, 2025

Menachem Shalom
Chief Executive Officer, Chief Financial Officer, and Director
Nukkleus Inc.
575 Fifth Ave, 14th Floor
New York, NY 10017

 Re: Nukkleus Inc.
 Form 10-KT for Period Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-39341
Dear Menachem Shalom:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-KT for Period Ended December 31, 2024
Item 9A. Controls and Procedures, page 56

1. In your both your Form 10-KT for the period ended December 31, 2024 and
your
 Form 10-Q for the period ended March 31, 2025, you state your disclosure
controls
 and procedures were effective. Please tell us in detail how your
principal executive
 and financial officer was able to conclude your disclosure controls and
procedures
 were effective as of December 31, 2024 and March 31, 2025, despite:
 the existence of a material weakness in your internal control over
financial
 reporting on both dates and
 your inability to timely file these Forms 10-KT and 10-Q.
 Otherwise, amend your Form 10-KT for the period ended December 31, 2024
and
 your Form 10-Q for the period ended March 31, 2025 to state, if true,
that your
 disclosure controls and procedures were not effective. Refer to Items
307 and
 308(a)(3) of Regulation S-X, along with SEC Release No. 33-8809.

 In addition, amend your Form 10-KT for the period ended December 31,
2024 to
 June 30, 2025
Page 2

 explicitly state, if true, that your internal control over financial
reporting is not
 effective.
 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 Angela Lumley at 202-551-3398 or Rufus Decker at
202-551-3769 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade
& Services
</TEXT>
</DOCUMENT>

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<TEXT>
 April 23, 2025

Menachem Shalom
Chief Executive Officer, Chief Financial Officer, and Director
Nukkleus Inc.
575 Fifth Ave, 14th Floor
New York, NY 10017

 Re: Nukkleus Inc.
 Form 10-K for Fiscal Year Ended September 30, 2024
 File No. 001-39341
Dear Menachem Shalom:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Nukkleus Inc.

 575 Fifth Ave, 14th Floor

 New York, New York 10017

 April 8, 2025

 Via Edgar

 Ms. Keira Nakada

 Division of Corporation Finance

 Office of Trade & Service

 Securities and Exchange Commission

 Re: Nukkleus Inc.

 Form 10-K for Fiscal Year Ended
September 30, 2024 File

 No. 001-39341

 Dear Ms. Nakada:

 The following responses address
the comments of the staff (the " Staff ") of the Securities and Exchange Commission as set forth in its letter dated
March 12, 2025 (the " Comment Letter ") relating to the Form 10-K for Fiscal Year End September 30, 2024 (the " Annual
Report ") of Nukkleus Inc. (the " Company ").   

 For the Staff's convenience,
the Staffs' comments have been stated below in their entirety, followed by the corresponding responses from the Company.  

 Form 10-K for Fiscal Year Ended
September 30, 2024

 Management's Discussion and Analysis
of Financial Condition and Results of Operations Results of Operations

 Gross Profit (Loss), page 52

 1. Please tell us why your cost of general support services decreased $25,000 monthly effective May 1, 2023.
In addition, describe to us any remaining obligations under the agreement with the supplier.

 Response

 The Company utilizes a supplier to
provide general support services to its customer under a general services agreement. For the period from October 1, 2022 through April
30, 2023, the minimum monthly payment required by supplier was $1,575,000. For the period from May 1, 2023 through December 31, 2023,
the minimum monthly payment to the supplier was reduced to $1,550,000 which resulted in the reduction to general support services of $25,000
monthly.

 1

 Notes to Consolidated Financial
Statements

 Note 1 - Description of Business
and Basis of Presentation, page F-8

 2. On page F-34, you disclose that General Services Agreement that made up 100% of your revenues for your
general support services segment was terminated effective January 1, 2024. In addition, you disclose on page 2 that in November 2024 you
entered into an agreement to sell DRFQ, which appears to make up 100% of your financial services segment. Please tell us your considerations
of these components as held for sale or discontinued operations under ASC 205.

 Response

 Please see the clarifications below
under ASC 205-20 with respect to (1) the termination of the General Services Agreement, which accounted for 100% of the revenues of our
general support services segment, effective January 1, 2024, and (2) the agreement entered into in November 2024 to sell DRFQ, which represents
100% of our financial services segment. Below, we outline our analysis of these components as potential held-for-sale or discontinued
operations under ASC 205.

 A. Termination of the General Services
Agreement (General Support Services Segment)

 The General Services Agreement, which
generated 100% of the revenues for our general support services segment, was terminated effective January 1, 2024. Under ASC 205-20-45-1,
a component of an entity qualifies as a discontinued operation if (a) the component has been disposed of or is classified as held for
sale, and (b) the disposal represents a strategic shift that has (or will have) a major effect on the entity's operations and financial
results.

 In evaluating this termination, we considered
whether the general support services segment constitutes a "component of an entity" under ASC 205-20-20, which requires that
the operations and cash flows of the component can be clearly distinguished, operationally and for financial reporting purposes, from
the rest of the entity. While the general support services segment meets this criterion due to its separately identifiable revenues and
operations, the termination of the agreement effective January 1, 2024, does not meet the criteria for classification as "held for
sale" under ASC 205-20-45-9, as it involves the cessation of a contractual arrangement rather than an active plan to sell or dispose
of a component. The termination was a contractual event that concluded the operations of this segment without a disposal transaction.

 Furthermore, we assessed whether the
termination represents a "strategic shift" under ASC 205-20-45-1C. Factors considered included the quantitative impact on our
consolidated revenues and operations, as well as the qualitative significance to our overall business strategy. For the fiscal year ended
September 30, 2024, the general support services segment contributed approximately 81% of our total consolidated revenues prior to its
termination. Management concluded that, while significant to the segment itself, the termination does not represent a major strategic
shift in the context of the Company's broader operations, which remain focused on operating as a financial technology company through
DRFQ. As such, we determined that the termination does not qualify for presentation as a discontinued operation under ASC 205-20 as of
September 30, 2024. Instead, the effects of the termination have been reflected in our continuing operations for the year ended September
30, 2024, with appropriate disclosures provided on page F-34 regarding the loss of this revenue stream.

 However, we will reflect this classification
in our financial statements for the period in which we determined there to be a strategic shift in our operations and results and will
present the results of the General Support Services Segment as discontinued operations in accordance with ASC 205-20-45-1. We expect this
classification to be reflected in our transition filing for year ended December 31, 2024 in connection with the announcement of an acquisition,
decision to cease re-launching our general support services segment and shift into the defense sector.

 2

 B. Agreement to
Sell DRFQ (Financial Services Segment)

 On November 2024, subsequent to the fiscal
year-end, we entered into an agreement to sell DRFQ, which comprises 100% of our financial services segment. We evaluated this transaction
under ASC 205-20 for both held-for-sale classification and discontinued operations presentation.

 Under ASC 205-20-45-9, a component of
an entity is classified as held for sale when (a) management, having the authority to approve the action, commits to a plan to sell the
component; (b) the component is available for immediate sale in its present condition; (c) an active program to locate a buyer has been
initiated; (d) the sale is probable and expected to be completed within one year; (e) the component is being actively marketed at a reasonable
price; and (f) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

 Since the sale agreement was executed
in November 2024, after the reporting period, and there had been no discussions or considerations to sell DRFQ as of September 30, 2024,
we have not presented DRFQ as a discontinued operation in the financial statements for the year ended September 30, 2024. However, we
will reflect this classification in our financial statements for the period in which the held-for-sale criteria are met (expected in the
transition filing for year end December 31, 2024 as a result of entering into the November 2024 sale agreement) and will present the results
of DRFQ as discontinued operations in accordance with ASC 205-20-45-1.

 Adjustment of Prior Interim Period
Financial Statements:, page F-8

 3. We note your disclosure of improper accounting of losses on extinguishment of obligations owed to affiliates
during the three months ended December 31, 2023. While this appears to be one of the four errors you identified in Item 4.02 that was
filed on Form 8-K on January 8, 2025, it is not clear why you do not also disclose the other three errors you found. Furthermore, you
state on Form 8-K that the restatements are expected to materially impact the financial results for the quarterly periods ended December
31, 2023, March 31, 2024, and June 30, 2024. Please tell us:

 ● how you were able to gain comfort for the amounts reported for
the fiscal year ended September 30, 2024, despite not having resolved the errors that you think materially misstated the financial results
for the above interim periods; and

 ● when you expect to amend Forms 10-Q affected and provide the disclosures required under ASC 250-10-50.

 Response

 During the preparation of the financial
statements for the year ended September 30, 2024, management of the Company discovered that significant costs paid or payable to SPAC-related
advisors were charged to expenses in the quarter ended December 31, 2023 and the quarter ended March 31, 2024 (the "Prior Quarterly
Filings") were reflected on the Company's Statement of Operations. Upon filing Form 10-K NT, the Company believed these costs
may be eligible for capitalization resulting in the reduction of the Company's Additional Paid-in Capital. Upon further review and
discussion with the Audit Committee and the Company's auditors, management of the Company determined the costs were not eligible
for capitalization and, therefore, the costs were initially accounted for properly. The Company filed a Form 8-K Current Report on January
8, 2025 under Item 8.01 correcting the Form 8-K Current Report filed on January 8, 2025 under Item 4.02.

 Accordingly, as filed Forms 10-Q for
the quarterly periods ended December 31, 2023, March 31, 2024 and June 30, 2024 are accurate and do not require revision.

 3

 Note 2 - Liquidity and Capital
Resources, page F-9

 4. You state here that the management believes that your current financial resources are sufficient to fund
your current twelve-month operating budget and satisfy estimated liquidity needs for the twelve months period from the issuance of your
financial statements. Please resolve the inconsistency between this disclosure and the substantial doubt expressed by your auditor regarding
your ability to continue as a going concern.

 Response

 For the fiscal year ended September
30, 2024, the Company faced significant liquidity challenges, as reflected in our financial statements and the conditions existing as
of the balance sheet date. Based on these conditions, the auditors identified substantial doubt absent additional financing or mitigating
actions.

 Subsequent to the year-end, in December
2024, the Company successfully raised $10 million in equity financing. This financing event, which occurred prior to the filing of the
Form 10K in February 2025, was disclosed as a subsequent event of the Form 10-K. Management considered this influx of capital in assessing
our liquidity needs for the twelve months following the issuance of the financial statements.

 Management is required to evaluate
whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the entity's ability to
continue as a going concern for a period of one year after the date the financial statements are issued. If substantial doubt exists,
management must then consider whether its plans to alleviate that doubt are probable of being effectively implemented and will mitigate
the adverse conditions.

 As of the issuance date in February
2025, management's assessment incorporated the $10 million financing raised in December 2024. Based on our internal forecast, and
assuming no significant deviations from our operating budget, we determined that the $10 million, combined with our existing cash balance
as of September 30, 2024, provides sufficient liquidity to meet our estimated needs over the next twelve months.

 The difference between management's
disclosure and the auditor's opinion stems from the distinct perspectives and thresholds applied under ASC 205-40 and auditing standards.
Management's assertion reflects our reasonable belief, based on current information and probable outcomes, that our financial resources
are sufficient to sustain operations through February 2026. The auditors, however, applied a more conservative evaluation, considering
a broader range of potential risks and the inherent uncertainties in our forecasts, consistent with their responsibility to provide an
independent opinion.

 We believe our current disclosure complies
with all standards by reflecting management's assessment of our going concern status as of the issuance date, while the auditor's
opinion reflects their independent judgment based on a broader consideration of risks. The $10 million financing in December 2024 was
a critical factor in management's conclusion, and we have provided transparent disclosure of this subsequent event.

 **********************

 Please do not hesitate to
contact our attorney, Stephen Fleming, at 516-902-6567 if you have any questions or comments. Thank you. 

   
 Sincerely, 

   

 /s/ Menachem Shalom

   
 Menachem Shalom, CEO 

 cc:	Stephen M. Fleming, Esq.

 4

<DOCUMENT>
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<TEXT>
 March 12, 2025

Menachem Shalom
Chief Executive Officer, Chief Financial Officer, and Director
Nukkleus Inc.
575 Fifth Ave, 14th Floor
New York, NY 10017

 Re: Nukkleus Inc.
 Form 10-K for Fiscal Year Ended September 30, 2024
 File No. 001-39341
Dear Menachem Shalom:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended September 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Gross Profit (Loss), page 52

1. Please tell us why your cost of general support services decreased
$25,000 monthly
 effective May 1, 2023. In addition, describe to us any remaining
obligations under the
 agreement with the supplier.
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Basis of Presentation, page F-8

2. On page F-34, you disclose that General Services Agreement that made up
100% of
 your revenues for your general support services segment was terminated
effective
 January 1, 2024. In addition, you disclose on page 2 that in November
2024 you
 entered into an agreement to sell DRFQ, which appears to make up 100% of
your
 financial services segment. Please tell us your considerations of these
components as
 held for sale or discontinued operations under ASC 205.
 March 12, 2025
Page 2
Adjustment of Prior Interim Period Financial Statements:, page F-8

3. We note your disclosure of improper accounting of losses on
extinguishment of
 obligations owed to affiliates during the three months ended December
31, 2023.
 While this appears to be one of the four errors you identified in Item
4.02 that was
 filed on Form 8-K on January 8, 2025, it is not clear why you do not
also disclose the
 other three errors you found. Furthermore, you state on Form 8-K that
the
 restatements are expected to materially impact the financial results for
the quarterly
 periods ended December 31, 2023, March 31, 2024, and June 30, 2024.
Please tell us:
 how you were able to gain comfort for the amounts reported for the
fiscal year
 ended September 30, 2024, despite not having resolved the errors
that you think
 materially misstated the financial results for the above interim
periods; and
 when you expect to amend Forms 10-Q affected and provide the
disclosures
 required under ASC 250-10-50.
Note 2 - Liquidity and Capital Resources, page F-9

4. You state here that the management believes that your current financial
resources are
 sufficient to fund your current twelve-month operating budget and
satisfy estimated
 liquidity needs for the twelve months period from the issuance of your
financial
 statements. Please resolve the inconsistency between this disclosure and
the
 substantial doubt expressed by your auditor regarding your ability to
continue as a
 going concern.

 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 Keira Nakada at 202-551-3659 or Angela Lumley at
202-551-3398 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Brilliant Acquisition Corporation

99 Dan Ba Road, C-9, Putuo
District,

Shanghai, Peoples Republic of China

November 13, 2023

VIA EDGAR & TELECOPY

Cara Wirth

Lilyanna Peyser

Division of Corporation Finance

United States Securities and Exchange Commission

100 F St NE

Washington, DC 20549

    Re:
    Brilliant Acquisition Corporation (the “Company”)

    Registration Statement on Form S-4

    File No. 333-273401 (the “Registration Statement”)

Dear Ms. Wirth and Ms. Peyser:

The Company hereby requests, pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that the Registration Statement
will become effective as of 5:00 p.m. on November 13, 2023, or as soon thereafter as practicable.

    Very truly yours,

    BRILLIANT ACQUISITION CORPORATION

    By:
    /s/ Peng Jiang

    Name: Dr. Peng Jiang

Title: Chief Executive Officer

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

November 13, 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

    Lilyanna Peyser

    Re:
    Brilliant Acquisition Corp.

    Amendment No. 3 to Registration Statement on Form S-4

    Filed November 6, 2023

    File No. 333-273401

Dear Ms. Wirth and Ms.  Peyser:

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
November 9, 2023, regarding Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-273401), filed by the Company on November
6, 2023 (the “Prior Registration Statement”).

Brilliant is filing Amendment No. 4 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. 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.

RESPONSE: The company has revised the disclosure
on page 119 to clarify that (i) the amendment only relates to the merger consideration being paid at close of the transaction, rather
than re-valuing the company and (ii) no new forecasts or projections were prepared.

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.

RESPONSE: The disclosure on page 238 was
revised to indicate that neither ClearThink nor Mr. Marshak resigned because of any disagreement with any of the merger-related parties
regarding any aspect of the merger.

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

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

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

United States securities and exchange commission logo
September 27, 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. 1 to Registration Statement on Form S-4
Filed September 8, 2023
File No. 333-273401
Dear Peng Jiang:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 21, 2023 letter.
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."

 FirstName LastNamePeng Jiang
 Comapany NameBrilliant Acquisition Corp
 September 27, 2023 Page 2
 FirstName LastName
Peng Jiang
Brilliant Acquisition Corp
September 27, 2023
Page 2
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.
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.
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.
            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

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

September 8, 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.

    Registration Statement on Form S-4

    Filed July 25, 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
August 21, 2023, regarding the Registration Statement on Form S-4 (File No. 333-273401), filed by the Company on July 25, 2023 (the “Prior
Registration Statement”).

Brilliant is filing a 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.

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.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on pages 23-24, 130-131 and 190 of the Registration Statement.

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, 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.”

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on pages 27, 89, 116-117 and 179-180 of the Registration Statement.

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.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on pages 18 and 116 of the Registration Statement.

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.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on pages 116-117 of the Registration Statement.

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.

RESPONSE: In response to the Staff’s
comment, the Company has filed opinions of counsel as exhibits 8.1 and 8.2 to the Registration Statement.

    2

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.”

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on page 149 of the Registration Statement.

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.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosures on pages 82, 135, and 232 of the Registration Statement.

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 MA. 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.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on pages 108 and 237 of the Registration Statement.

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.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure in the cover letter and pages 27-29 and 85-87 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

3

United States securities and exchange commission logo
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
 August 21, 2023 Page 2
 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.

 FirstName LastNamePeng Jiang
 Comapany NameBrilliant Acquisition Corp
 August 21, 2023 Page 3
 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

United States securities and exchange commission logo
July 7, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giovanni Caruso

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

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

United States securities and exchange commission logo
June 29, 2022
Peng Jiang
Chief Executive Officer
Brilliant Acquisition Corp
99 Dan Ba Road, C-9, Putuo District
Shanghai, People's Republic of China
Re:Brilliant Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed June 17, 2022
File No. 001-39341
Dear Dr. Jiang:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giovanni Caruso, Esq.

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

June 24, 2022

    Austin Wood

    Mary Beth Breslin

    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 17, 2022

    File No. 001-39341

Dear Mr. Wood and Ms. Breslin:

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 June 23, 2022 (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 17, 2022

General

    1.

    With a view toward disclosure, please
    tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor
    disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance,
    discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should
    the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States
    (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial
    business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a
    decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate.
    Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any
    price appreciation in the combined company, and the warrants, which would expire worthless.

RESPONSE: In response to the Staff’s comment, the Company
has included additionl risk factor disclosure on page 14 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

United States securities and exchange commission logo
June 23, 2022
Peng Jiang
Chief Executive Officer
Brilliant Acquisition Corp
99 Dan Ba Road, C-9, Putuo District
Shanghai, People's Republic of China
Re:Brilliant Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed June 17, 2022
File No. 001-39341
Dear Dr. 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 this 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.
Preliminary Proxy Statement on Schedule 14A filed June 17, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,

 FirstName LastNamePeng Jiang
 Comapany NameBrilliant Acquisition Corp
 June 23, 2022 Page 2
 FirstName LastName
Peng Jiang
Brilliant Acquisition Corp
June 23, 2022
Page 2
which would expire worthless.
            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.
            You may contact Austin Wood at 202-551-5586 or Mary Beth Breslin at 202-551-3625
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giovanni Caruso, Esq.

CORRESP
1
filename1.htm

EARLYBIRDCAPITAL, INC.

366 Madison Avenue | 8th Floor

New York, NY 10017

June 18, 2020

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Attn: 	Mr. David Link

    Re:
    Brilliant Acquisition Corporation

Registration Statement on Form S-1

Registration No. 333-237153

Gentlemen:

In connection with the Registration Statement
on Form S-1 of Brilliant Acquisition Corporation, the undersigned, which is acting as the representative of the underwriters of
the offering, hereby requests acceleration of the effective date and time of the Registration Statement to 4:00 p.m. on June 23,
2020 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”).

Pursuant to Rule 460 of the General Rules
and Regulations under the Act, the undersigned advises that as of the date hereof, 358 copies of the Preliminary Prospectus
dated June 5, 2020 have been distributed to prospective underwriters, dealers, institutional investors, retail investors and
others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

Very truly yours,

EARLYBIRDCAPITAL, INC.

By: 	/s/ Steven
Levine

Name:	Steven Levine

Title: CEO

CORRESP
1
filename1.htm

    BRILLIANT ACQUISITION

    99 Dan Ba Road C-9 | Putuo | Shanghai | China | Tel.: (86) 021-80125497

June
18, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100
F. Street, N.E. Washington, D.C. 20549

Re:  Brilliant Acquisition Corporation (the “Company”)

                                                                                Amended Registration Statement on Form S-1

                                                                                File
No. 333-333-237153

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 PM on June 23,
2020 or as soon thereafter as is practicable.

    Very truly yours,

    BRILLIANT ACQUISITION CORPORATION

    By:
    /s/ Dr.
Peng Jiang

    Name:

        Title:

    Dr.
Peng Jiang
Chief Executive Officer

December 20, 2019
Chuanwei Chen
Chairman and Chief Executive Officer
Brilliant Acquisition Corp
99 Dan Ba Road, C-9
Putuo District, Shanghai
People's Republic of China 200062
Re:Brilliant Acquisition Corp
Draft Registration Statement on Form S-1
Submitted November 26, 2019
CIK No. 0001787518
Dear Mr. Chen:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted November 26, 2019
Principal Shareholders, page 93
1.We note that Nisun Investment Holding Limited beneficially owns 1,004,001 ordinary
shares.  We also note New Lighthouse Investment Limited beneficially owns 137,999
ordinary shares.  Please revise to identify the natural persons who are the ultimate
beneficial owners of those shares. See Rule 13d-3 under the Securities Exchange Act of
1934.
Certain Relationships and Related Party Transactions, page 95
2.Please revise the first paragraph and in the Summary to indicate the ownership percentage

 FirstName LastNameChuanwei Chen
 Comapany NameBrilliant Acquisition Corp
 December 20, 2019 Page 2
 FirstName LastName
Chuanwei Chen
Brilliant Acquisition Corp
December 20, 2019
Page 2
of founder shares that will be maintained through a share dividend.  Also state the price
per unit of the 240,000 insider units noted in the third paragraph and indicate the
aggregate amount to be paid for those insider units.
            You may contact Peter McPhun at (202) 551-3581 or Jennifer Monick at (202) 551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact David Link at (202) 551-3356 or James Lopez at (202) 551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction