Item 8.01 Other Events. As previously disclosed, on March 31, 2026, SC II Acquisition Corp., a Cayman Islands exempted company (the “SPAC”) entered into a non-binding letter of intent (the “LOI”) with a payments technology company (the “Target”), which outlines the general terms and conditions of a potential business combination (the “Proposed Transaction”) pursuant to which the SPAC would acquire…
The Company was formed on May 24, 2019. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. on June 23, 2023, Brilliant Acquisition Corporation, a British Virgin Islands company (prior to the Merger “Brilliant”), entered into an Amended and Restated Agreement and Plan of Merger (as amended by the First Amendment to the Amended and Restated Agreement and Plan of Merger on November 1, 2023, the “Merger Agreement”), by and among Brilliant BRIL Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Brilliant (“Merger Sub”), and Nukkleus Inc., a Delaware corporation (“Old Nukk”). Old Nukk (f/k/a Compliance & Risk Management Solutions Inc.) was formed on July 29, 2013 in the State of Delaware as a for-profit Company and established a fiscal year end of September 30. The Merger Agreement provided that, among other things, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Old Nukk (the “Merger”), with Old Nukk surviving as a wholly-owned subsidiary of Brilliant.
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
As previously disclosed, on March 31, 2026, SC
II Acquisition Corp., a Cayman Islands exempted company (the “SPAC”) entered into a non-binding letter of intent (the “LOI”)
with a payments technology company (the “Target”), which outlines the general terms and conditions of a potential business
combination (the “Proposed Transaction”) pursuant to which the SPAC would acquire 100% of the outstanding equity and equity
equivalents of the Target. The SPAC’s sponsor, SC Capital II Sponsor LLC, is controlled and majority owned by Nukkleus Defense Technologies
Inc., a wholly-owned subsidiary of T3 Defense Inc. On July 12, 2026, the SPAC informed the Target that it is terminating the LOI, effective
immediately, as the SPAC does not intend to pursue the Proposed Transaction. As a result of such termination, the SPAC no longer has any
obligations pursuant to the LOI, other than certain confidentiality obligations.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “should,” “could,”
“would,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” “project,” “proposed,” “continue,”
“will” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not
limited to, statements regarding the Proposed Transaction and the ability of the parties to consummate the Proposed Transaction. These
forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the T3 Defense Inc.’s control, that could
cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. T3 Defense Inc. cautions
that the foregoing list of factors is not exclusive. T3 Defense Inc. cautions readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. T3 Defense Inc. does not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is based.