Crypto software firm Nukkleus (NUKK) in $140m IPO
Updated
Financial trading software company Nukkleus is going public via a $140m merger with shell company Brilliant Acquisition that values the company at 90% of its current market capitalisation, the companies announced jointly.
The merger will coincide with a reverse stock split in which the 36.7 million outstanding shares of Nukkleus stock will convert to roughly 14 million shares of the new company at an acquisition price of $0.38 per share, the Nukkleus reported in a filing with the US Securities & Exchange Commission (SEC).
Nukkleus stock closed Wednesday at $0.20 per share. Nukkleus stock trades over the OTC Pink Sheets exchange under the ticker NUKK.
Nukkleus Inc. (OTC: NUKK) since 22 June 2020 - Photo: KoyfinTransaction participants
ClearThink Capital is acting as the financial advisor for Nukkleus, with Schiff Hardin as legal advisor. Axiom Capital Management, Earlybird Capital and RedEight Capital are acting as financial advisors for special acquisition company (SPAC) Brilliant Acquisition, with Loeb & Loeb as legal advisors.
Jersey City, New Jersey-based Nukkleus, founded in 2013, was formerly known as Compliance and Risk Management Solutions. Nukkleus makes cloud-based software for cryptocurrency exchanges to convert crypto into fiat currency.
Shanghai, China-based Brilliant Acquisition stock closed Wednesday at $10.27 per share, unchanged on the session. Brilliant Acquisition initially went public in a $40m IPO in June 2020 at $10 per share in an offering underwritten by Earlybird Capital as lead manager, with I-Bankers Shares as co-manager.
“We have been seeking a quality opportunity in the global fintech sector for quite some time,” said Brilliant Acquisition chairman Peng Jiang in a release. “Given the international sponsorship of Brilliant, we particularly appreciate that Nukkleus's Digital RFQ subsidiary operates on a worldwide basis capturing a global institutional audience for its services.”
Digital RFQ is Nukkleus’ European digital asset execution service for over-the-counter markets in multiple currencies. Digital RFQ was founded in 2018 by Nukkleus COO Jamal Khurshid.
Nukkleus reported loss in 2021
Nukkleus reported a $1.94m net loss on $5.13m in annual revenue for the full year 2021, versus a $53,595 net loss on $4.80m in revenue in 2020.
As of 31 December, Nukkleus reported $50,623 in cash on hand, with $2.61m in accounts receivable due from affiliates. Nukkleus has $4.98m in total liabilities, including $4.41m in accounts payable from its affiliates.