BRLI SEC filings, in plain English
Everything Brilliant Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 14 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: On August 20, 2026, T3 Defense Inc. received a Nasdaq notification that it failed the $10 million minimum stockholders' equity requirement, reporting negative equity of $19.66 million as of June 30, 2026. The company must submit a compliance plan by October 5, 2026, or face potential delisting proceedings. Why it matters: The equity deficit resulted from warrant liability accounting tied to a $10 million February 2026 private placement, which triggered mark-to-market losses that eroded shareholder equity. Failure to regain compliance will likely lead to delisting, disrupting liquidity and trading for public shareholders under the DFNS ticker.
What changed: The 10-Q for the quarter ended June 30, 2026 filed under Commission file number 001-39341 is that of T3 Defense Inc. (Nasdaq: DFNS), with 1,663,806 shares of common stock outstanding at August 14, 2026 and warrants exercisable at $11,500.00 per share. Why it matters: The trust account on this balance sheet sits within a consolidated VIE rather than the reporting company, so the $175,889 thousand is not a redemption pool for T3's own 1,663,806 shares. The $11,500.00 warrant strike and the small share count are the arithmetic of a reverse split already reflected in these statements.
trust account, going-concern doubtnothing moved · 2 with no prior record of ours
- Trust account
- not previously extracted$1.7M
- Going-concern doubt
- stated · unchanged
The clause …“compensation, $3,111,000 of interest earned on marketable securities held in the trust account and a $1,744,000 gain on the sale of a subsidiary, together with changes in operating assets and liabilities, including inventory of”…
The clause …“management concluded that its plans, when considered in aggregate, alleviate substantial doubt about the Company’s ability to continue as a going concern. Those plans include: (i) the Company’s existing unrestricted cash balance of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 8.01 8-K of T3 Defense Inc. (Nasdaq: DFNS), filed under Brilliant Acquisition Corp's CIK. On August 17, 2026 Nasdaq notified the company that it regained compliance with the minimum bid price requirement of Listing Rule 5450(a)(1), after the closing bid price was at or above $1.00 for the ten consecutive business days from August 3 to August 14, 2026. The prior deficiency notice was disclosed in an 8-K filed May 8, 2026. The company states it believes it is in compliance with all applicable listing requirements. Why it matters: The bid-price deficiency that began in May 2026 is cured as of this notice, removing that specific delisting path. The cover page lists the registered warrants as exercisable at $11,500.00 per share.
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.
What changed: T3 Defense Inc., successor to Brilliant Acquisition Corp, completed a special meeting of stockholders on June 24, 2026. Of 60,270,525 shares outstanding on the May 21, 2026 record date, 35,716,531 were present or represented, a quorum of 59.26%. The filing states each proposal was approved by a majority of shares present, among them the issuance of shares on exercise of restricted common stock purchase warrants issued in connection with the February 24, 2026 securities purchase agreement, for the purpose of complying with the Nasdaq listing rules. Why it matters: 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.
What changed: T3 Defense Inc. supplemented the proxy statement for its Special Meeting of Stockholders set for June 18, 2026 at 10:00 a.m. Eastern, virtually, with a May 21, 2026 record date. The supplement reproduces Item 8.01 of a Form 8-K filed June 15, 2026: on June 12, 2026 the company sold 15,187,265 common shares to Esousa Group Holdings, LLC for $3,805,929 of gross proceeds under the September 19, 2025 common stock purchase agreement, the investor having waived the standstill in the February 24, 2026 securities purchase agreement. Six 2026 draws total 17,294,784 shares for $4,545,236. Why it matters: 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.
What changed: T3 Defense Inc. (successor to SPAC Brilliant Acquisition Corp) called a special meeting for June 18, 2026 at 10:00 a.m. ET at virtualshareholdermeeting.com/DFNS2026SM, record date May 21, 2026, when 60,270,525 shares of common stock plus Series B Convertible Preferred were outstanding. Proposal One seeks Nasdaq approval for warrants to acquire 14,084,506 shares at a $2.13 exercise price for five years, subject to adjustment; Proposal Two covers issuance on conversion of the Series B Preferred. The 35,211,265 shares contemplated for resale registration would be about 36.9% of outstanding stock. Why it matters: 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.
What changed vs 2025-11-24going concern RESOLVEDgoing-concern doubt, combination deadline1 moved · 1 with no prior record of ours
- Going-concern doubt
- statednot stated
- Combination deadline
- 2026-02-15not matched in this filing
SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
going-concern doubt, sponsor loans outstandingnothing moved · 2 with no prior record of ours
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $1.4Mnot matched in this filing
The clause …“management concluded that its plans, when considered in aggregate, alleviate substantial doubt about the Company’s ability to continue as a going concern. Those plans include: (i) the Company’s existing unrestricted cash balance of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2025-02-10sponsor loan $3.9M → $1K
sponsor loans outstanding, mandate language, going-concern doubt1 moved · 2 with no prior record of ours
- Sponsor loans outstanding
- $3.9M$1K
- Mandate language
- not previously extractedthe Company intends to pursue opportunities in the U.…
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $3,880,273 of sponsor debt has come off.
The clause …“payable three years from the date of issuance. As of December 31, 2025, the outstanding principal balance and accrued and unpaid interest of the 2024 Shareholder Loans was $ 1,354 and $ 125 , respectively. In July 2024, a shareholder”…
The clause …“management concluded that its plans, when considered in aggregate, alleviate substantial doubt about the Company’s ability to continue as a going concern. Those plans include: (i) cancellation of a previously contemplated $16 million”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.