BACKGROUND
The Company
We are a blank check company incorporated on May 24, 2019 in the British Virgin Islands with limited liability (meaning our shareholders have no liability, as members of the Company, for the liabilities of the Company over and above the amount already paid for their shares) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses.
On June 26, 2020, we consummated the Initial Public Offering of 4,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $40,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 240,000 Private Units to the Sponsor at a price of $10.00 per unit, generating gross proceeds of $2,400,000.
On June 30, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, we consummated the sale of an additional 600,000 Units, at $10.00 per Unit, and the sale of an additional 21,000 Private Units, at a price of $10.00 per Private Unit, generating total gross proceeds of $6,210,000.
Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Units, a total of $46,000,000 was placed in the Trust Account. We incurred $2,069,154 in transaction costs, including $1,610,000 of underwriting fees and $459,154 of other costs.
Following the closing of the Initial Public Offering on June 26, 2020, an amount of $40,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders. On July 8, 2022, we moved all of the assets held in the Trust Account from money market funds to cash.
The Company’s principal executive office is located at 99 Dan Ba Road, C-9, Putuo District,, Shanghai, Peoples Republic of China.
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees of the Board of Directors
Our board of directors currently consists of four (4) directors: Dr. Peng Jiang, Yebo Shen, Zan Wu, and Brian Ferrier. Our board of directors is divided into two classes with only one class of directors being elected in each year and each class serving a two-year term.
Our board of directors has nominated the persons identified Zan Wu and Brian Ferrier for re-election as Class I directors, to serve a two-year term and until their successors have been elected and qualified.
If a quorum is present at the Annual Meeting, the nominees for directors will be elected by a majority of votes case by shareholders present in person by attendance or represented by proxy and entitled to vote in the election.
Name
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Age
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Other positions with the Company;
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Has served as a director since
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Dr. Peng Jiang(2)
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39
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Chairman, Chief Executive Officer and Chief Financial Officer
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April 2020
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Yebo Shen(2)
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56
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Independent Director
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February 2022
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Zan Wu(1)
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46
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Independent Director
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August 2019
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Brian Ferrier(1)
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75
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Independent Director
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February 2022
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Nominees for Class II Directors
Zan Wu — Mr. Wu has been our director since August 2019. In 2017, Mr. Wu founded Wingkim Finance &Tech Service (Beijing) Ltd, which provides one-stop financial service as well as SAAS (Software-As-A-Service) based on-line accounting services in China. He has also been a senior consultant in internal control of Gridsum Holding Inc. (Nasdaq: GSUM), which is a big data analysis and solution provider for multinational and domestic enterprises, since August 2018. Mr. Wu was the CFO at Yulong Eco-Materials Ltd. (Nasdaq: YECO) from 2014 to 2017. From 2010 to 2014, Mr. Wu was chief financial officer of SinoCoking Coal and Coke Chemical Industries, Inc. with its subsidiaries in the business of coal and coke sales in China. From 2006 to 2009, he was the chief representative of Global American, Inc. (China representative office). From 2004 to 2006, he was the assistant manager and the financial manager at Domino Scientific Equipment Ltd. From 2003 to 2004, he was a financial analyst at VIR Consultancy Ltd. Mr. Wu holds a Bachelor degree in accounting from the Capital University of Economics and Business and a Master degree in financial management and control from Aston Business School. We believe Mr. Wu is well qualified to serve on our board of directors because of his extensive experience with financial and accounting matters relating to U.S. public companies.
Brian Ferrier — Mr. Ferrier has been our director since February 2022. He has served as the President, Chief Executive Officer, and director of Howell Biopharma Ltd. since January 2017, and has more than 20 years of international business and marketing experience, and over 10 years of market research experience. He holds an M.B.A. and B.A. degrees from York University. The Company believes Mr. Ferrier is well qualified to serve on the Board because of his extensive knowledge and experience in international business and marketing.
Continuing Directors
Dr. Peng Jiang — Dr. Peng Jiang has been our Chief Executive Officer, Chief Financial Officer, Secretary and the Chairman of the board of directors since April 2020. Dr. Jiang is an experienced executive officer in the fin-tech industry and an academic research veteran. He has worked in various capacities in the investment banking industry, focusing on the development of fin-tech solutions, as well as online financial services relating to the financing of real estate development companies, consumer finance institutions, and investment banks, and is experienced in developing fin-tech solutions for various types of structured financial products. Since August 2018, he has been the Vice President of Shanghai Ning Sheng Enterprise Management Group Co., Ltd., where he has led its fin-tech and
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investment banking business sectors. Since 2017, he has also held the position of Principal at the Greater Hangzhou Bay Fin-Tech Research Institute and a research scholar at Ant Financial Ying Fan Research Institute. Since April 2013, Dr. Jiang has also been an assistant dean of research with the Shanghai Modern Economy Research Institute. From July, 2018 to March, 2019, Dr. Jiang was the former head of the Yangtze River Delta Fin-Tech Investment Fund project and in 2013 participated in a crowdfunding financial evaluation and modeling program in connection with the Shanghai Lujiazui International Financial Asset Exchange Co., Ltd. (the “Lufax”). From June 2010 to March 2013, Dr. Jiang conducted research on the fin-tech industry concerning financial institutions, municipal financial regulatory offices and industry peer associations at the China Academy of Financial Research Institute, established by Shanghai Jiao Tong University.
Dr. Jiang is also a guest lecturer at the East China University of Science and Technology School of Business, MBA entrepreneur start-up program, a guest mentor at Tencent WeStart (Shanghai), and a Peer Review Committee Member at the China Finance Review International Journal. Dr. Jiang holds a Master of Science and a Ph.D. in in Economics from Shanghai Jiao Tong University. We believe Dr. Jiang is well qualified to serve on our board of directors because of his extensive knowledge and experience in finance and the global fin-tech industry.
Yebo Shen — Mr. Shen has been our director since February 2022. Currently, Mr. Shen is an independent advisor. He served as an accountant for PricewaterhouseCoopers LLP from February 2018 to August 2019, and accountant for Ernst & Young LLP from February 2011 to December 2017, focusing on U.S. individual income tax compliance and consulting. He holds an M.B.A. from Pace University with a focus on Public Accounting, and studied Health Physics at University of Cincinnati. The Company believes Mr. Shen is well qualified to serve on the Board because of his extensive financial and accounting experience and education.
Number and Terms of Office of Officers and Directors
Our board of directors is divided into two classes with only one class of directors being elected in each year and each class serving a two-year term. The term of office of the first class of directors, consisting of Messrs. Wu and Ferrier, will expire at the Annual Meeting. The term of office of the Class II of directors, consisting of Dr. Jiang and Mr. Shen, will expire at the second annual meeting.
Our officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board is authorized to appoint persons to the offices set forth in our memorandum and articles of association as it deems appropriate. Our memorandum and articles of association provides that our officers may consist of a chairman of the Board of Directors, a Chief Executive Officer, one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient, and that any number of offices may be held by the same person.
The Board held two meetings during fiscal year ended December 31, 2022. During the fiscal year ended December 31, 2022, no director attended fewer than 75% of the meetings of our board of directors and board committees of which the director was a member.
Director Independence
The Nasdaq Capital Market requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Messrs. Zan Wu, Brian Ferrier and Yebo Shen are our independent directors. Our independent directors have regularly scheduled meetings and at which only independent directors are present.
Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by a majority of our independent and disinterested directors.
Committees of the Board of Directors
We have three standing committees: an audit committee, a nominating committee, and a compensation committee. Each such committee is composed of solely independent directors.
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Audit Committee
We have established an audit committee of the board of directors. Messrs. Zan Wu, Yebo Shen and Brian Ferrier serve as members of our audit committee. Mr. Zan Wu serves as chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Zan Wu, Yebo Shen and Brian Ferrier are independent.
Each member of the audit committee is financially literate and our board of directors has determined that Mr. Zan Wu qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
Responsibilities of the audit committee include:
• the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
• pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
• reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
• setting clear hiring policies for employees or former employees of the independent auditors;
• setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
• obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
• reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction, and;
• reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Audit Committee Report
The Company’s audit committee is responsible for supervising the Company’s independent accountants, reviewing the results and scope of the audit and other accounting related services and reviewing the Company’s accounting practices and systems of internal accounting and disclosure controls, among other things. These responsibilities include reviewing and discussing with management and the independent auditor the annual audited financial statements. The audit committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements.
In fulfilling its oversight responsibility of appointing and reviewing the services performed by the Company’s independent registered public accounting firm, the audit committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit related services.
With respect to the audit of the Company’s financial statements for the year ended December 31, 2021, the members of the audit committee:
• have reviewed and discussed the audited financial statements with the Company’s management and Marcum Bernstein & Pinchuk LLP (“Marcum BP”), the Company’s independent registered public accounting firm;
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• have discussed with Marcum BP the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T regarding “Communication with Audit Committees”; and
• have received and reviewed the written disclosures and the letter from Marcum BP required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum BP’s communications with the audit committee concerning independence and have discussed with Marcum BP its independence from the Company.
Based on these reviews and discussions, the audit committee recommended to the Board that the audited financial statements referred to above be included in Company’s annual report on Form 10-K for the year ended December 31, 2021, filed on March 31, 2022.
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Members of the Audit Committee:
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Zan Wu, Yebo Shen
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and Brian Ferrier
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Audit Committee Meetings
The Audit Committee did not hold any meetings during fiscal year ended December 31, 2022.
Nominating Committee
We have established a nominating committee of the board of directors. Messrs. Zan Wu, Yebo Shen and Brian Ferrier serve as members of our nominating committee, each of whom is an independent director under Nasdaq’s listing standards. Mr. Mitchell Cariaga serves as chairman of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.
The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide those persons to be nominated:
• should have demonstrated notable or significant achievements in business, education or public service;
• should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
The nominating committee will consider a number of qualifications relating to management and leadership experience, background, and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
The nominating committee did not hold any meetings during fiscal year ended December 31, 2022.
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Compensation Committee
Subject to the requirement of law or the NASDAQ market rules, we have established a compensation committee of the board of directors. Messrs. Zan Wu, Yebo Shen and Brian Ferrier. Mr. Yebo Shen serve as chairman of the compensation committee. We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:
• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation in executive session at which the Chief Executive Officer is not present;
• reviewing and approving the compensation of all of our other executive officers;
• reviewing our executive compensation policies and plans;
• implementing and administering our incentive compensation equity-based remuneration plans;
• assisting management in complying with our proxy statement and annual report disclosure requirements;
• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
• producing a report on executive compensation to be included in our annual proxy statement, and;
• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Compensation Committee Meetings
The Compensation Committee did not hold any meetings during fiscal year ended December 31, 2022.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee has ever been an officer or employee of the Company. None of the Company’s executive officers serves, or has served since inception, as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of the Company’s directors or on the Company’s Compensation Committee.
Code of Conduct and Ethics
We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws.
Availability of Documents
We have filed a copy of our form of Code of Ethics, our audit committee charter, our nominating committee charter and compensation committee charter as exhibits to the registration statement filed in connection with our initial public offering. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
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Shareholder Communications
Shareholders can mail communications to the Board, c/o Brilliant Acquisition Corporation, Attention: Secretary, at 99 Dan Ba Road, C-9, Putuo District,, Shanghai, Peoples Republic of China, who will forward the correspondence to each addressee.
Hedging Policy
The Board of Directors has not adopted, and the Company does not have, any specific practices or policies regarding the ability of the officers and directors of the Company, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors, officers and shareholders who beneficially own more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act, collectively referred to herein as the “Reporting Persons,” to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to the Company’s equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a). Based solely on our review of the copies of such reports and upon written representations of the Reporting Persons received by us, we believe that all transactions were timely reported during the fiscal year ended 2022.
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EXECUTIVE OFFICERS
The following sets forth the name and age of our current executive officer, his position and office.
Name
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Age
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Position
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Dr. Peng Jiang
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38
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Chief Executive Officer and Chief Financial Officer
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The biographical information for Dr. Peng Jiang is provided above under the director information.
Executive Compensation
Employment Agreements
We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.
Executive Officers and Director Compensation
No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and Audit Committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.
Certain Relationships and Related Transactions
In May, August and September, 2019, we issued an aggregate of 1,150,000 founder shares to our initial shareholders for an aggregate purchase price of $25,000 in cash, or approximately $0.022 per ordinary share.
Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until the earlier of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our ordinary shares equals or exceeds $12.50 per ordinary share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing six months after our initial business combination.
Our sponsor purchased an aggregate of 261,000 insider units in a private placement that occurred simultaneously with the closing of our initial public offering. Our sponsor (and/or its designees) has agreed not to transfer, assign or sell any of the shares included in the insider units and the respective ordinary shares underlying the warrants included in the insider units until after the completion of our initial business combination.
Ning Sheng Group Co., our sponsor’s parent company, agreed, from the date that our securities are first listed on the Nasdaq Capital Market through the earlier of our consummation of our initial business combination and our liquidation, to make available to us office space, utilities and secretarial and administrative services, as we may require from time to time at no cost to us.
Other than reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to our sponsor, officers or directors, or to any of their respective affiliates, prior to or with respect to our initial business combination (regardless of the type of transaction that it is). Our independent directors will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will be responsible for reviewing and approving all related party transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties.
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On August 21, 2019, as amended on December 31, 2019, we issued an unsecured promissory note to our sponsor, pursuant to which we could borrow up to an aggregate principal amount of $300,000, of which $243,833 was outstanding under the Promissory Note as of June 26, 2020. The note was non-interest bearing and payable on the earlier of (i) June 30, 2020 or (ii) the consummation of the Initial Public Offering. Proceeds from the close of the Initial Public Offering cleared in our bank account on June 29, 2020. On August 13, 2020, the note was amended such that it is due and payable on October 31, 2020 and effective as of the date of the consummation of the Initial Public Offering, June 26, 2020. On November 12, 2020 the note was amended such that it is due and payable on May 31, 2021 and was made effective as of October 30, 2020. On June 18, 2021, the note was amended such that it is due and payable on September 30, 2021 and was made effective as of May 31, 2021. On October 1, 2021, the note was amended such that it is due and payable on the date on which we consummate our initial business combination and was made effective as of October 1, 2021.
On June 21, 2021, we issued an unsecured promissory note to our sponsor, pursuant to which we could borrow up to an aggregate principal amount of $460,000, of which $460,000 was outstanding under the note as of December 31. The note was non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of our initial business combination. On October 1, 2021, the note was amended such that it is due and payable on the date on which we consummate our initial business combination and was made effective as of October 1, 2021.
On September 21, 2021, we issued an unsecured promissory note to our sponsor, pursuant to which we could borrow up to an aggregate principal amount of $461,000, of which $461,000 was outstanding under the note as of December 31, 2021. The note was non-interest bearing and payable on the date on which we consummate our initial business combination.
On December 22 2021, we issued an unsecured promissory note to our sponsor, pursuant to which we could borrow up to an aggregate principal amount of $460,000, of which $460,000 was outstanding under the note as of December 31, 2021. The note was non-interest bearing and payable on the date on which we consummate our initial business combination.
On March 20, 2022, we issued an unsecured promissory note to our sponsor, pursuant to which we borrowed an aggregate principal amount of $634,594. The sponsor initially deposited $736,000 on March 18, 2022 and $101,406 was returned to the Sponsor on March 28, 2022 due to the fact that the shareholders elected to redeem an aggregate of 633,792 shares in connection with the Special Meeting. As of the date hereof, $634,594 was outstanding under the note. The note is non-interest bearing and payable on the date on which we consummate our initial business combination.
On July 13, 2022, we issued an unsecured promissory note to the Sponsor, pursuant to which we could borrow up to an aggregate principal amount of $353,000. As of the date hereof, $353,000 was outstanding under the note. The note is non-interest bearing and payable on the date on which the Company consummates its initial business combination.
On October 18, 2022, we issued an unsecured promissory note to Nukkleus, pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of the date hereof, $22,600 was outstanding under the note. The note is non-interest bearing and payable on the date on which the Company consummates its initial business combination.
On November 18, 2022, w issued an unsecured promissory note to Nukkleus, pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of the date hereof, $22,600 was outstanding under the note. The note is non-interest bearing and payable on the date on which we consummate our initial business combination.
On December 19, 2022, we issued an unsecured promissory note to Nukkleus, pursuant to which we could borrow up to an aggregate principal amount of $22,600. As of the date hereof, $22,600 was outstanding under the note. The note is non-interest bearing and payable on the date on which we consummate our initial business combination.
On January 20, 2023, the Company issued an unsecured promissory note to Nukkleus, pursuant to which the Company could borrow up to an aggregate principal amount of $21,350. As of the date hereof, $21,350 was outstanding under the note. The note is non-interest bearing and payable on the date on which we consummate our initial business combination.
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In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate our initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion. Up to $1,500,000 of the notes may be converted upon consummation of our business combination into additional private units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted, together leading to the holders being issued 165,000 ordinary shares if $1,500,000 of notes were so converted since the 150,000 rights included in such units would result in the issuance of 15,000 shares upon the closing of our initial business combination, as well as 150,000 warrants to purchase 150,000 shares).
After our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
All ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms believed by us at that time, based upon other similar arrangements known to us, to be no less favorable to us than are available from unaffiliated third parties. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less favorable to us than with an unaffiliated third party, we would not engage in such transaction.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that our initial business combination is fair to our shareholders from a financial point of view.
Our initial shareholders and their permitted transferees can demand that we register the founder shares, the private units and underlying securities, and any securities issued upon conversion of working capital loans, pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of the Private Units (or underlying securities) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination.
Related Party Policy
Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.
We also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
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Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
To further minimize conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.
Required Vote
The Director Election Proposal will be approved by the affirmative vote of at least 50% of the shares present, in person or by proxy, and voting in favour of the resolution at the Annual Meeting or any adjournment thereof. Abstentions and broker non-votes with respect to this proposal will have no effect on the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” THE RE-ELECTION OF EACH OF THE DIRECTOR NOMINEES.
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PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee and the Board of Directors appointed Marcum Bernstein & Pinchuk LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2022. Representatives of Marcum Bernstein & Pinchuk LLP may be present by tele-conference at the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement, if they so desire.
In the event the shareholders fail to ratify the selection of Marcum Bernstein & Pinchuk LLP, the Audit Committee will reconsider whether or not to retain the firm. Even if the selection is ratified, the Audit Committee and the Board of Directors in their discretion may direct the appointment of a different independent accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its shareholders.
Services and Fees of Independent Auditors
During the fiscal year ended December 31, 2021, the firm of Marcum Bernstein & Pinchuk LLP, has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum Bernstein & Pinchuk LLP for services rendered.
Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and review of financial statements included in our quarterly reports and services that are normally provided by Marcum Bernstein & Pinchuk LLP in connection with statutory and regulatory filings. The aggregate fees billed by Marcum Bernstein & Pinchuk LLP for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods, the registration statement, the closing 8-K and other required filings with the SEC for years ended December 31, 2022 and December 31, 2021 totaled $200,335 and $87,550, respectively. The above amount includes interim procedures and audit fees, as well as attendance at Audit Committee meetings.
Audit-Related Fees. We did not pay Marcum Bernstein & Pinchuk LLP for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements during the fiscal years ended December 31, 2022 and December 31, 2021.
Tax Fees. We did not pay Marcum Bernstein & Pinchuk LLP for tax compliance, tax planning and tax advice during the fiscal years ended December 31, 2022 and December 31, 2021.
All Other Fees. We did not pay Marcum Bernstein & Pinchuk LLP for other products and services during the fiscal years ended December 31, 2022 and December 31, 2021.
Pre-Approval of Services
Since the formation of our audit committee in connection with our initial public offering, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). All of the foregoing services were approved by the Audit Committee.
Required Vote
This Auditor Ratification Proposal will be approved by the affirmative vote of at least 50% of the shares present, in person or by proxy, and voting in favour of the resolution at the Annual Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
“FOR” RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITORS.
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THE ANNUAL MEETING
Date, Time and Place. The Company will be holding the Annual Meeting at 10:00 a.m., Eastern Time, on February 21, 2023, in a virtual meeting format via the following information:
Annual Meeting Information:
Meeting Date: February 21, 2023
Meeting Time: 10:00 a.m. Eastern Time
US Toll Free
Meeting ID
Web Address for Audio Conference
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888-475-4499
6526144748
https://loeb.zoom.us/pac/join/6526144748
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Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the Annual Meeting, if you owned ordinary shares at the close of business on February 9, 2023, the Record Date for the Annual Meeting. At the close of business on the Record Date, there were 1,816,733 outstanding ordinary shares, each of which entitles its holder to cast one vote on each proposal. The Company’s warrants do not carry voting rights.
Proxies; Board Solicitation. Your proxy is being solicited by the Company’s board of directors on the proposals being presented to shareholders at the Annual Meeting. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the Annual Meeting. Advantage Proxy, Inc. is assisting the Company in the proxy solicitation process for this Annual Meeting. The Company will pay that firm approximately $6,500 in fees plus disbursements for such services.
Required Votes
Approval of the Director Election Proposal will require the affirmative vote of at least 50% of the shares present, in person or by proxy, and voting in favour of the resolution at the Annual Meeting or any adjournment thereof.
Approval of the Auditor Ratification Proposal will require the affirmative vote of at least 50% of the shares present, in person or by proxy, and voting in favour of the resolution at the Annual Meeting or any adjournment thereof.
All of the Company’s directors, executive officers and their respective affiliates, as well as the Company’s other initial shareholders, are expected to vote any ordinary shares over which they have voting control (including any public shares owned by them) in favor of the Director Election Proposal and the Auditor Ratification Proposal. On the Record Date, the 1,411,000 insider shares represented approximately 77.7% of the Company’s issued and outstanding ordinary shares.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of the Company’s ordinary shares as of the Record Date by:
• each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
• each of our officers and directors; and
• all our officers and directors as a group.
As of February 1, 2023, the Record Date, there were 1,816,733 outstanding ordinary shares. Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect beneficial ownership of the Company’s warrants as these warrants are not exercisable within 60 days of the date of this proxy statement.
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Amount and Nature of Beneficial Ownership of Ordinary Shares
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Approximate Percentage of Outstanding Ordinary Shares
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Name and Address of Beneficial Owner
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Dr. Peng Jiang(1)(2)
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1,247,001
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68.6
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%
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Zan Wu(1)
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10,000
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*
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Yebo Shen(1)
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5,000
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*
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Brian Ferrier(1)
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5,000
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All directors and executive officers as a group (four individuals)
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2,000
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*
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Five Percent Holders Brilliant:
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Nisun Investment Holding Limited(1)(2)
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1,247,001
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68.6
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%
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New Lighthouse Investment Limited.(3)
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137,999
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7.6
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%
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SHAREHOLDER PROPOSALS
The Company may hold a special meeting of shareholders for the purpose of approving an initial business combination and related transactions. Accordingly, at such time as an initial business combination is consummated, the Company’s subsequent annual meeting of shareholders would be held at a future date to be determined by the post-business combination company. The Company expects that it would notify shareholders of the deadline for submitting a proposal for inclusion in the proxy statement for its annual meeting following the completion of an initial business combination. The date of such meeting and the date by which you may submit a proposal for inclusion in the proxy statement will be included in a Current Report on Form 8-K or a Quarterly Report on Form 10-Q. You should direct any proposals to the Company’s secretary at the Company’s principal office.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS
Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any shareholder at a shared address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Shareholders may notify the Company of their requests by calling or writing the Company’s proxy solicitor at Advantage Proxy, Inc., Attention: Karen Smith, Toll-Free: 877-870-8565, Collect: 206-870-8565, E-mail: ksmith@advantageproxy.com.
OTHER INFORMATION
The Company’s 2021 Annual Report on Form 10-K, filed on March 31, 2022, excluding exhibits, will be mailed without charge to any shareholder entitled to vote at the meeting, upon written request to Brilliant Acquisition Corporation, Attention: Secretary, 99 Dan Ba Road, C-9, Putuo District,, Shanghai, Peoples Republic of China.
Other Matters to Be Presented at the Annual Meeting
The Company did not have notice of any matter to be presented for action at the Annual Meeting, except as discussed in this proxy statement. The persons authorized by the accompanying form of proxy will vote in their discretion as to any other matter that comes before the Annual Meeting.
WHERE YOU CAN FIND MORE INFORMATION
The Company files its reports, proxy statements and other information electronically with the SEC. You may access information on the Company at the SEC website containing reports, proxy statements and other information at http://www.sec.gov. This proxy statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this proxy statement. Information and statements contained in this proxy statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.
This proxy statement contains important business and financial information about us that is not included in or delivered with this document. You may obtain this additional information, or additional copies of this proxy statement, at no cost, and you may ask any questions you may have about the Director Election Proposal and the Auditor Ratification Proposal by contacting the Company’s proxy solicitor at the following:
Advantage Proxy, Inc.
Attention: Karen Smith
Toll-Free: 877-870-8565
Collect: 206-870-8565
E-mail: ksmith@advantageproxy.com
In order to receive timely delivery of the documents in advance of the Annual Meeting, you must make your request for information no later than February 14, 2023.
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PROXY
BRILLIANT ACQUISITION CORPORATION
99 Dan Ba Road, C-9, Putuo District,
Shanghai, Peoples Republic of China
ANNUAL MEETING OF SHAREHOLDERS
BRILLIANT ACQUISITION CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
FEBRUARY 21, 2023
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated February 9, 2023, in connection with the Annual Meeting to be held at 10:00 a.m., Eastern Time, on February 21, 2023 in a virtual meeting format via the following information:
US Toll Free
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888-475-4499
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Meeting ID
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6526144748
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Web Address for Audio Conference
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https://loeb.zoom.us/pac/join/6526144748
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The undersigned hereby appoints Dr. Peng Jiang as proxy, with full power of substitution, to vote all shares of the ordinary shares of BRILLIANT ACQUISITION CORPORATION (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the Annual Meeting of shareholders, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxy is instructed to vote or act as follows on the proposal set forth in the Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES FOR DIRECTOR IN THE DIRECTOR ELECTION PROPOSAL AND “FOR” THE AUDITOR RATIFICATION PROPOSAL.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE DIRECTOR ELECTION PROPOSAL AND THE AUDITOR RATIFICATION PROPOSAL. The notice of meeting, the accompany proxy statement and proxy card and the annual report on Form 10-K are available at
ADVANTAGE PROXY P.O. Box 13581 Des Moines, WA 98198 Toll Free: (877) 870-8565 Collect: (206) 870-8565 Email: ksmith@advantageproxy.com
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Proposal 1 — Election of Directors
☐
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FOR all nominees listed below (except as marked to the contrary below)
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☐
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WITHHOLD AUTHORITY to vote for all nominees listed below
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1) Zan Wu
2) Brian Ferrier
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INSTRUCTION: To withhold authority to vote for any nominee, write the nominee’s name in the space provided below:
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FOR
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AGAINST
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ABSTAIN
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Proposal 2 — Ratification of Appointment of Independent Auditors
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☐
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☐
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☐
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Approve the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022.
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Shareholder’s Signature
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Shareholder’s Signature
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Signature should agree with name printed hereon. If ordinary shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND 2 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.