Brilliant Acquisition Corporation: New SEC Guidance Relating to SPAC Warrants, Its Effect on the Company’s Periodic Filings and Compliance with Nasdaq Rules
31 August 2021 - 7:30PM
Brilliant Acquisition Corporation (the “Company”) announced today
that, as the result of the U.S. Securities and Exchange
Commission’s (“SEC’s”) recent guidance, released on April 12, 2021
relating to the accounting treatment of certain warrants issued in
connection with special purpose acquisition company (“SPAC”)
issuers, that the Company is conducting an analysis of the effect
of the SEC’s guidance (if any) on the accounting treatment of its
warrants. The Company’s conclusion as to the proper accounting
treatment of its warrants (and corrective disclosures, if any) must
be approved by its auditor, Marcum LLP (“Marcum”) before the
Company can obtain Marcum’s consent to file its annual report on
Form 10-Q for the fiscal quarter ending June 30, 2021 (“Q2 2021
Form 10-Q”).
The Company is currently conducting this analysis and, as such,
is unable to timely file its Q2 2021 Form 10-Q until the
assessment, and any modifications or restatements of the Company’s
periodic reports, should any be necessary, are complete and
accepted by Marcum. The Company notified Nasdaq of this
requirement, and the resultant effect of delay in filing of its
periodic reports, including its Q2 2021 Form 10-Q. The Company
received notice from Nasdaq on August 26, 2021 that it may submit a
plan to comply with its obligation to timely file periodic reports
pursuant to Nasdaq listing rule 5250(c)(1) and that it is currently
not compliant with that rule on the basis of its inability to
timely file its Q2 2021 Form 10-Q, which it intended to file on or
prior to its due date of August 16, 2021.
While the Company has already started its assessment of the
relevant warrant provisions as described above, it also intends to
promptly file a plan of compliance with Nasdaq and to complete the
assessment of its warrants and filing of its annual report on Form
10-K for the year ended December 31, 2020, its Form-10Q for the
fiscal quarter ending March 31, 2021 (“Q1 2021 Form 10-Q”) as well
as its Q2 2021 Form 10-Q for as soon as practicable.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward Looking Statements
This press release includes forward-looking statements that
involve risks and uncertainties. Forward looking statements are
statements that are not historical facts. Such forward- looking
statements are subject to risks and uncertainties, which could
cause actual results to differ from the forward looking statements.
The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Contact:
Dr. Peng Jiang Chief Executive Officer Brilliant Acquisition
Corporation + (86) 021-80125497
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