Brilliant Acquisition Enters into Private Placement Agreement

Brilliant Acquisition (OTCMKTS:BRLIU) recently disclosed in an 8-K filing a significant move in the form of a Securities Purchase Agreement. This agreement, signed on December 18, 2024, involved an accredited investor participating in a private placement. The investor, under the agreement, agreed to purchase 1,666,666 units from the company for a total sum of $10,000,000, translating to $6.00 per unit.

Each unit consists of one share of common stock, par value $0.0001 per share, and a common stock purchase warrant that allows the purchase of up to one and a half shares of common stock. Alternatively, at the investor’s discretion, they may choose to acquire a pre-funded common stock purchase warrant instead of one share. The offering price for each share and accompanying common warrant was set at $6.00. Additionally, the pre-funded warrant is exercisable immediately at a nominal price of $0.0001 per share, and the common warrant has an exercise price of $6.00 per share, exercisable on a cash or cashless basis for five years post-issuance.

The Private Placement closed on December 20, 2024, with the Securities Purchase Agreement mandating the company to register the resale of the shares and shares issuable upon warrant exercise within specific timeframes.

The agreement also involves a Placement Agency Agreement with Dawson James Securities Inc., which acted as the sole placement agent for the Private Placement. The agency has received customary placement fees, including a 7.0% cash fee of the gross proceeds from the Private Placement and 4.0% proceeds from common warrant exercise. Moreover, the company agreed to reimburse certain expenses of the Placement Agent associated with the Private Placement.

All securities issued under the Securities Purchase Agreement are exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933. The agreement is based on representations made by the involved parties, and the securities have not been registered under the Act or state securities laws.

In a bid to compensate executives, directors, and consultants for extended service with limited compensation, Brilliant Acquisition issued 1,337,500 restricted stock grants on December 16, 2024. This issuance was made without registration under the Securities Act of 1933, relying on the exemption provided by Section 4(a)(2) of the Act.

On December 18, 2024, the Company disclosed the Private Placement through a press release, emphasizing its strategic nature and the intent to utilize the net proceeds for general corporate purposes. The Company plans to use the funds for the proposed acquisition of Star 26 Capital Inc., a defense acquisition company holding a significant stake in RIMON, a leading Israeli defense component supplier, among other solutions.

The 8-K filing also highlighted a Termination Agreement with YA II PN Ltd., terminating previous agreements but with no impact on specific financial instruments. These transactions were disclosed under Unregistered Sales of Equity Securities.

Investors should note that the information provided in this filing is for disclosure purposes and must be considered in conjunction with the company’s official records and announcements.

(Source: SEC 8-K Filing)

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Brilliant Acquisition’s 8K filing here.

About Brilliant Acquisition

Brilliant Acquisition Corporation does not have significant operations. The company intends to effect a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses. Brilliant Acquisition Corporation was incorporated in 2019 and is based in Shanghai, China.