T3 Defense Inc.
For the period ended Dec 31, 2025. Filed Apr 9, 2026.
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FY2025 · Filed Apr 9, 2026
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Item 8. Financial Statements and Supplementary Data
(FORMERLY “NUKKLEUS INC.”)
AS OF DECEMBER 31, 2025
AS OF DECEMBER 31, 2025
TABLE OF CONTENTS
| Page | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm Name: Somekh Chaikin / PCAOB ID No. 1057/ Location: Tel Aviv, Israel) | F-3 |
|---|---|
| Report of Independent Registered Public Accounting Firm – GreenGrowth CPAs (PCAOB ID 6580) | F-4 |
| CONSOLIDATED FINANCIAL STATEMENTS: | |
| Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 | F-6 |
| Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024 | F-9 |
| Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 | F-10 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-13 – F-15 |
| Notes to Consolidated Financial Statements | F-16 – F-62 |
To the Stockholders and Board of Directors
T3 Defense, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of T3 Defense, Inc. and subsidiaries (the Company) as of December 31 2025, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Somekh Chaikin
Member Firm of KPMG International
We have served as the Company’s auditor since 2026.
Tel Aviv, Israel
April 9, 2026
To the Board of Directors and Shareholders
of Nukkleus, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Nukkleus, Inc. (the Company) as of December 31, 2024 and September 30, 2024 and the related consolidated statements of comprehensive income (loss), consolidated statements of changes in stockholders’ deficit, and consolidated statements of cash flows for the 3 months and year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and September 30, 2024, and the results of its operations and its cash flows for the 3 months and year then ended in conformity with accounting principles generally accepted in the United States of America.
Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor from 2023 to 2025.
Los Angeles, California
May 8, 2025
PCAOB ID Number 6580
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