Exhibit 10.2


 





INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of [ ], 2020 by
and between Brilliant Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company
(“Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-237153 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS, EarlyBirdCapital, Inc. (the
“Representative”) is acting as the representative of the several underwriters in the IPO; and


 


WHEREAS, as described in the Registration
Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, $40,000,000.00
($46,000,000.00 if the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement
of units and warrants will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times
in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value per share (“Ordinary Shares”), issued in the IPO as hereinafter provided (the
proceeds to be delivered to the Trustee will be referred to herein as the “Property”; the shareholders for whose
benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public
Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the Trustee
desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby
agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee at J.P. Morgan Chase Bank, N.A.
and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise, and administer the
Trust Account subject to the terms and conditions set forth


herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property in United States “government securities” within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having
a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds
itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under
the Investment Company Act, which invest only in direct U.S. government treasury obligations; it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee
may earn bank credits or other consideration during such periods;


 


(d) Collect and receive, when due, all principal
and income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Notify the Company and the Representative
of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or
documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as, and when instructed by the Company to do so;


 




     


     


    

 


(h) Render to the Company monthly written
statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account
only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the
Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, jointly
acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however,
that in the event that a Termination Letter has not been received by the Trustee within the period of time (the “Last
Date”) provided in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be
amended from time to time (the “Memorandum and Articles of Association”), the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the
Public Shareholders as of the Last Date. The provisions of this Section 1(i) may not be modified, amended or deleted under
any circumstances; and


 


(j) Upon receipt of a letter (an “Amendment
Notification Letter”) in the form of Exhibit C, signed on behalf of the Company by an authorized officer, distribute
to Public Shareholders who exercised their conversion rights in connection with an amendment to Article Sixth of the Company’s
Memorandum and Articles of Association (an “Amendment”) an amount equal to the pro rata share of the Property
relating to the Ordinary Shares for which such Public Shareholders have exercised conversion rights in connection with such Amendment.
The provisions of this Section 1(j) may not be modified, amended or deleted under any circumstances.


 


2. Limited Distributions of Income from Trust Account.


 


(a) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income
or other tax obligation owed by the Company.


 


(b) The limited distributions referred
to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a)
 above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) or
1(j)hereof.


 


(c) The Company shall provide the Representative
with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3. Agreements and Covenants of the Company. The Company
agrees and covenants to:


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by any one of the Company’s authorized officers. In addition, except with respect to its duties
under Sections 1(i), 1(j) and 2(a) above, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 




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(b) Subject to the provisions of Section
5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable
counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action, suit,
or other proceeding brought against the Trustee which in any way arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting
from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand
or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends to seek indemnification
under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided,
that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee an initial acceptance
fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section 2(a) as set forth on
Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by
the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely in connection with the consummation
of a business combination (a “Business Combination”). The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In connection with any vote of the Company’s
stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in
the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the Company’s stockholders regarding
such Business Combination;


 


(e) In the event that the Company directs
the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct
the Trustee to make any payments that are not specifically authorized by this Agreement; and


 


(f) If the Company has an Amendment approved
by its stockholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit C providing instructions
for the distribution of funds to Public Shareholders who exercise their conversion rights in connection with such Amendment.


 


4. Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a) Take any action with respect to the
Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no liability to any party
except for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in, or defend any proceeding of any kind with respect to, any of
the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment of any Property,
other than in compliance with Section 1(c);


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone
else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel (including counsel chosen by the
Trustee), statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any
notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of
the Trustee are affected, unless it shall give its prior written consent thereto;


 




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(g) Verify the correctness of the information
set forth in the Registration Statement or to confirm or assure that any Business Combination consummated by the Company or any
other action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state, and/or federal tax
returns or information returns with any taxing authority on behalf of the Trust Account or deliver payee statements to the Company
documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf of the Trust
Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall
be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply obligations, perform duties, inquire,
or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set
forth herein; or


 


(k) Verify calculations, qualify, or otherwise
approve Company requests for distributions pursuant to Sections 1(i), 1(j) or 2(a) above.


 


5. Trust Account Waiver. The Trustee has no right of
set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account,
and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the
event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b)
or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust
Account and not against the Property or any monies in the Trust Account.


 


6. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the
Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof, and distributed the Property
in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 3(b)
and Section 5.


 


7. Miscellaneous.


 


(a) The Company and the Trustee will each
restrict access to confidential information relating to funds being transferred to or from the Trust Account to authorized persons.
Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to
such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information
supplied to it by the Company, including account names, account numbers, and all other identifying information relating to a beneficiary,
beneficiary’s bank, or intermediary bank. The Trustee shall not be liable for any loss, liability, or expense resulting from
any error in the information supplied to it or funds transferred based on such information.


 




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(b) This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes
hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives the right to
trial by jury.


 


(c) This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(d) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(j)
(which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed, amended, or modified
by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made
without the prior written consent of the Representative. The Trustee may require from Company counsel an opinion as to the propriety
of any proposed amendment.


 


(e) Any notice, consent or request to be
given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Brilliant Acquisition Corporation


99 Dan Ba Road, C-9


Putuo District, Shanghai


People’s Republic of China 200062


Fax No.: (_____)_____-_____


Attn: Dr. Peng Jiang


Email: lion@cnisun.com


 


in either case with a copy (which copy shall
not constitute notice) to:


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor


New York, NY 10017


Attn: Steven Levine


E-mail: slevine@ebccap.com


 


and


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


E-mail: dmiller@graubard.com


 




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And


 


RAITI, PLLC


1345 Avenue of the Americas


New York, NY 10105


Fax No.: (646) 916-1404


Attn: Warren A. Raiti, Esq.


Email: wraiti@raitipllc.com


 


(f) This Agreement may not be assigned by
the Trustee without the prior consent of the Company.


 


(g) Each of the Trustee and the Company
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder.


 


(h) Each of the Company and the Trustee
hereby acknowledge that the Representative is a third party beneficiary of this Agreement.


 


[signature page follows]


 




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IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Trustee
	 	 
	 	By:	                        
	 	Name:
	 	Title:
	 	 
	 	BRILLIANT ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	Prevailing rates	 





 




     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [________] - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Brilliant Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company, dated as of [_______], 2020 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [______________] to consummate a business combination (“Business Combination”)
on or about [____]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the
Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds to the Trust Account
at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and
agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or
dividends.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall
deliver to you (a) [an affidavit] [a certificate] of [_________________], which verifies the vote of the Company’s stockholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and the Representative
with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and
the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the
Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, your obligations under the Trust
Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
Consummation Date as set forth in the notice.


 


AGREED TO AND ACKNOWLEDGED BY


 


EARLYBIRDCAPITAL, INC.


 


	By:	           	 
	Name:	 
	Title:	 
	Date:	 


 




     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street,
30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [__________] - Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Brilliant Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company, dated as of____________, 2020 (“Trust Agreement”), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended
and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account and to transfer the total proceeds of the Trust to the Trust
Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [____________,
20 ] as the date for when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged
that while the funds are on deposit in the Trust Account awaiting distribution, the Company will not earn any interest or dividends.
You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to
the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles
of Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated.


 


BRILLIANT ACQUISITION CORPORATION


 


	By:	                    	 
	Name:	 
	Title:	 
	Date:	 


 


cc: EarlyBirdCapital, Inc.


 




     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 1 State Street,
30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [_________] –
Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the Investment Management
Trust Agreement between Brilliant Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust
Company, dated as of_____________, 2020 (“Trust Agreement”). Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(j) of the Trust Agreement,
this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $____ of the total proceeds of the
Trust to the Trust Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders that have requested
conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


BRILLIANT ACQUISITION CORPORATION


 


	By:	                     	 
	Name:	 
	Title:	 
	Date:	 


 


cc: EarlyBirdCapital, Inc.




     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [____________]


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 2(a) of the Investment
Management Trust Agreement between Brilliant Acquisition Corporation (“Company”) and Continental Stock Transfer &
Trust Company, dated as of [_________], 20[___] (“Trust Agreement”), the Company hereby requests that you deliver
to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company needs such funds to
pay for its tax obligations as a result of such interest income.


 


In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


BRILLIANT ACQUISITION CORPORATION


 


	By:	                        	 
	Name:	 
	Title:	 
	Date:	 


 


cc: EarlyBirdCapital, Inc.