Brilliant Acquisition Corp

This is the first of two supplements to the same proxy inside a week — a further supplement filed July 16, 2026 supersedes it — so a holder relying on this document alone would be working from disclosure the company has already replaced. Repeated supplementation of a definitive proxy usually follows either revised proposal terms or a response to comment, and it means the vote at the August 5 meeting rests on the latest version rather than the original July 9 statement.

This 1-for-50 ratio was superseded two days later when the board raised it to 1-for-125 before the effective date, so a holder reading only this filing would have the wrong ratio. The reason for the change is the signal: the board concluded a fiftyfold consolidation would not clear $1.00 with any margin. Compliance still requires ten consecutive closes at or above $1.00 after the split, and the company itself declines to say the effect will hold.

Buying a 60% controlling interest in an Israeli defence company is a substantive acquisition for a company whose stock required a 1-for-125 reverse split weeks later to hold its Nasdaq listing. The consideration is not visible in the captured text, and the definition of buyer common stock in the agreement suggests some or all of it may be paid in shares — which at a sub-dollar price before the split would mean very large issuance. Former BRLI holders should read the consideration article directly.

The vote unlocks warrant exercises that Nasdaq rules would otherwise have blocked, so the dilution from the February 2026 private placement can now proceed. Shareholder approval of a share issuance is normally sought precisely because the issuance would exceed a Nasdaq threshold without it.

Shares outstanding stood at 94,832,476 as of the supplement, against the 60,270,525 reported at the May 21, 2026 record date, so the share counts, ownership and dilution percentages in the proxy — including in Proposal Two — rest on a base materially below the current one. The two proposals concern issuing shares on exercise of the warrants and on conversion of the 200 Series B Convertible Preferred shares issued under the February 2026 private placement. The equity line allows purchases of up to $250,000,000 over 36 months, subject to a 9.99% ownership cap.

The company itself quantifies the dilution at about 36.9% of the outstanding share count from the warrant tranche alone, before any Series B Preferred conversion is added on top, and the anti-dilution adjustment language on both the share number and the $2.13 strike means that percentage can grow if the stock falls. Legacy Brilliant SPAC holders bear the full effect. The subsequent annual meeting reported 126,311,902 shares outstanding by July 9, 2026, more than double the 60,270,525 here, showing the dilution converting into actual share count within weeks.

Issuing 4,770,340 shares against 16,645,766 outstanding dilutes existing holders by roughly 29% before the $16 million note is even repaid, and Star's chief executive becomes a controlling shareholder of the acquired business - a related-party structure. The Series A redemption right at 105% of stated value after September 4, 2026 is a cash claim that crystallises if this vote fails, so holders face dilution either way.

Nukkleus' shareholders take a pro rata portion of a fixed 10,500,000 Brilliant shares, and Nukkleus options are assumed at a stated exchange ratio of 1:35 with exercise prices divided by that same ratio. Brilliant's own public holders — expressly not the sponsor or its affiliates — receive an extra issuance: a pro rata share of a reserved pool for ordinary shareholders and of a Backstop Pool for holders of Rights, expressed as the SPAC Additional Share Ratio. That ratio is applied again to warrants, which public holders receive as one warrant plus an additional number.

All outstanding Nukkleus common stock is cancelled for a pro rata portion of a fixed 10,500,000 shares of Brilliant common stock, so the target side's total is capped however many SPAC shares are redeemed. Brilliant's public holders get more than a one-for-one conversion: ordinary shareholders take a pro rata share of a reserved pool and rights holders — each right being one-tenth of one ordinary share — take a pro rata share of the Backstop Pool, together defining the SPAC Additional Share Ratio. Nukkleus options are assumed at an exchange ratio of 1:35.

14,000,000 shares and the 1:26.227 option ratio are what this amendment fixes, and both are version-specific terms of a registration statement still under amendment. Brilliant's public holders — expressly not the sponsor or its affiliates — receive an extra issuance on top: a pro rata share of a reserved pool for ordinary shareholders and of a Backstop Pool for holders of Rights, expressed as the SPAC Additional Share Ratio. That ratio is applied again to warrants, which public holders receive as one warrant plus an additional number.

Nukkleus's holders receive a fixed pool — a pro rata portion of 14,000,000 shares of Brilliant common stock — while Brilliant's own public holders receive extra shares out of a Backstop Pool at the SPAC Additional Share Ratio, which also increases the warrants they hold. That ratio is what compensates non-redeeming holders and it depends on how many stay in. Nukkleus options are assumed at an exchange ratio of 1:26.227 with exercise prices divided by that same ratio. Brilliant rights carry one-tenth of one ordinary share each, so ten are needed to receive a whole share.

The target-side pool is fixed in shares rather than in value: 14,000,000 Brilliant shares for all of Nukkleus's common stock, with Nukkleus options assumed at an exchange ratio of 1:26.227 and exercise prices divided by that ratio. Brilliant's own public holders receive more than a one-for-one conversion — ordinary shareholders take a pro rata share of a reserved pool and rights holders, each right being one-tenth of one ordinary share, take a pro rata share of the Backstop Pool, the two together defining the SPAC Additional Share Ratio applied to their warrants as well.

What changed: T3 Defense Inc. (formerly Brilliant Acquisition Corp.) held its 2026 annual meeting on August 5, 2026, electing four directors, ratifying Somekh Chaikin as auditor, and approving a 2026 Evergreen Equity Incentive Plan authorizing 176,000 post-split shares. The filing notes a 1:125 reverse stock split effective July 20, 2026, with 126,311,902 pre-split shares outstanding as of the July 9 record date. Why it matters: This confirms the SPAC has completed its business combination and is operating as a public company, with governance and equity compensation structures now in place. The reverse split and annual meeting results indicate post-deal capital structure adjustments are finalized.

What changed: T3 Defense Inc., the Brilliant Acquisition Corp successor, filed a supplement to the definitive proxy statement of July 9, 2026 for its annual meeting on August 5, 2026 at 4:00 p.m. ET, held virtually. The supplement supersedes an earlier supplement filed July 14, 2026 and is to be read together with the proxy statement. Holders of record of common stock and of Series B Convertible Preferred Stock as of the close of business on July 9, 2026, the record date, are entitled to notice of and to vote at the meeting. Why it matters: A second proxy supplement inside a week, with the newer one superseding the older, means the disclosure supporting this vote has been revised twice since the definitive statement went out — that pattern usually follows either a change in a proposal's terms or a response to stockholder or regulatory pushback. Holders should vote on the supplemented document rather than the July 9 original, and note that Series B preferred votes alongside common, so the outcome is not decided by the common register alone.

What changed: T3 Defense Inc., the Brilliant Acquisition Corp successor, disclosed that its board increased the reverse stock split ratio from the 1-for-50 announced on July 13, 2026 to 1-for-125. The split was approved by stockholders at a special meeting on June 24, 2026; the Certificate of Amendment was filed in Delaware on July 15, 2026 and the split takes effect at 12:01 a.m. ET on July 20, 2026, with split-adjusted Nasdaq trading from the open. The stated purpose is to raise the bid price above $1.00 and regain compliance with Nasdaq Listing Rule 5550(a)(2). Why it matters: Raising the ratio from 1-for-50 to 1-for-125 in two days says the board no longer believes a fifty-fold reduction would clear the $1.00 threshold with any margin — that implies a share price well under two cents before the split. Compliance is regained only once the stock holds $1.00 or more for ten consecutive trading days after July 20, so the cure is not automatic. Former BRLI holders end up with one share for every 125 they own, and the split also reprices every warrant and conversion right in the structure.

What changed: T3 Defense Inc., the Brilliant Acquisition Corp successor, disclosed that on July 12, 2026 SC II Acquisition Corp., a Cayman SPAC whose sponsor SC Capital II Sponsor LLC is controlled and majority owned by Nukkleus Defense Technologies Inc., a wholly owned subsidiary of T3 Defense, terminated its non-binding letter of intent with a payments technology target. The LOI, entered March 31, 2026, covered acquiring 100% of the target's equity. Following termination the SPAC has no further obligations under the LOI other than certain confidentiality obligations. Why it matters: A terminated letter of intent removes the only announced deal path for SC II Acquisition Corp., which returns that SPAC to searching with whatever time remains on its own combination deadline — the usual precursor to an extension vote or liquidation. For T3 Defense holders the interest is indirect but real: the sponsor economics sit inside a subsidiary, so a failed SPAC deal means at-risk sponsor capital and no promote. The termination was the SPAC's decision, stated as not intending to pursue the transaction.

What changed: T3 Defense Inc., the Brilliant Acquisition Corp successor, filed a supplement to its definitive proxy statement of July 9, 2026 for the annual meeting to be held virtually at 4:00 p.m. ET on August 5, 2026. Holders of record of common stock and Series B Convertible Preferred Stock as of the close of business on July 9, 2026, the record date, may vote. The supplement is to be read with the proxy statement, and except as supplemented the information in the proxy statement remains unchanged. Why it matters: This is the first of two supplements to the same proxy inside a week — a further supplement filed July 16, 2026 supersedes it — so a holder relying on this document alone would be working from disclosure the company has already replaced. Repeated supplementation of a definitive proxy usually follows either revised proposal terms or a response to comment, and it means the vote at the August 5 meeting rests on the latest version rather than the original July 9 statement.

What changed: T3 Defense Inc., the Brilliant Acquisition Corp successor, filed a Certificate of Amendment in Delaware on July 13, 2026 to effect a 1-for-50 reverse stock split approved by stockholders at a special meeting on June 24, 2026. The split was to take effect at 12:01 a.m. ET on July 20, 2026, with split-adjusted Nasdaq Global Market trading from the open. The purpose is to lift the bid price above $1.00 and regain compliance with Rule 5550(a)(2), which needs ten consecutive trading days at or above $1.00. Why it matters: This 1-for-50 ratio was superseded two days later when the board raised it to 1-for-125 before the effective date, so a holder reading only this filing would have the wrong ratio. The reason for the change is the signal: the board concluded a fiftyfold consolidation would not clear $1.00 with any margin. Compliance still requires ten consecutive closes at or above $1.00 after the split, and the company itself declines to say the effect will hold.

What changed: T3 Defense Inc. (successor to SPAC Brilliant Acquisition Corp) called its 2026 annual meeting for August 5, 2026 at 4:00 p.m. ET by webcast, with materials disseminated on or about July 10, 2026 and a record date of July 9, 2026, at which 126,311,902 shares of common stock were outstanding. Quorum is one-third of voting power. Director compensation ran $16,667 to $44,250 each. Ms. Kotaieva's term ended November 6, 2025 and Mr. Yeganeh resigned May 19, 2026. Mr. Shalom is entitled to a $175,000 relocation grant if he moves to the United States. Why it matters: Routine annual meeting mechanics rather than a trust or deal event, but the share count is the number to watch: 126,311,902 shares outstanding on the July 9, 2026 record date is more than double the 60,270,525 shares the company reported for its May 21, 2026 special meeting record date, evidence of rapid dilution from the warrant and preferred conversions then being approved. Executive equity awards that accrue quarterly when no plan capacity exists add further overhang, and the one-third quorum threshold means a small holder bloc can carry votes.

What changed: T3 Defense Inc. (Nasdaq: DFNS), the Brilliant Acquisition Corp successor, filed as Exhibit 10.51 a Stock Purchase Agreement dated July 6, 2026 with Project 35 Ltd., an Israeli corporation, and X S.A. Security and Defense Ltd. as seller. The seller holds 60 shares in Project 35, representing a 60% equity interest on a fully diluted basis, and T3 Defense agrees to purchase those 60 shares. The agreement provides for closing to occur simultaneously with other matters and defines business day by reference to New York and Tel Aviv banking days. Why it matters: Buying a 60% controlling interest in an Israeli defence company is a substantive acquisition for a company whose stock required a 1-for-125 reverse split weeks later to hold its Nasdaq listing. The consideration is not visible in the captured text, and the definition of buyer common stock in the agreement suggests some or all of it may be paid in shares — which at a sub-dollar price before the split would mean very large issuance. Former BRLI holders should read the consideration article directly.