T3 Defense Inc.
For the period ended Mar 31, 2026. Filed May 20, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 20, 2026
Contents
Item 1. Unaudited Condensed Consolidated Balance Sheet as of March 31, 2026
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Assets | ||
| Current Assets | ||
| Cash and cash equivalents | 6,431 | 2,627 |
| Current assets of consolidated variable interest entities | ||
| Cash and cash equivalents | 931 | 1,270 |
| Other current assets | 159 | 102 |
| Short term deposits and restricted cash | 334 | 50 |
| Marketable Securities | 120 | 250 |
| Inventories | 3,501 | - |
| Note receivable - related party | - | 4,500 |
| Due from related parties | - | 1,641 |
| Accounts receivable, less allowance for credit losses of $27 as of March 31, 2026 | 3,639 | 506 |
| Other current assets | 1,877 | 224 |
| Loan granted | 2,455 | 2,385 |
| Current assets held for sale | 3,364 | - |
| Total Current assets | 22,811 | 13,555 |
| Non-Current Assets | ||
| Operating right of use assets | 4,386 | 823 |
| Non-Current assets of consolidated variable interest entities | ||
| Cash and securities held in trust account | 174,568 | 172,779 |
| Other non-current assets | 14 | 36 |
| Property and equipment, net | 559 | 101 |
| Goodwill | 100,150 | 7,688 |
| Other intangible asset | 12,543 | 7,388 |
| Intangible asset | 10 | 16 |
| Deferred taxes | 360 | - |
| Funds in respect of employee rights upon termination | 85 | - |
| Total Non-Current assets | 292,675 | 188,831 |
| Total Assets | 315,486 | 202,386 |
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
| March 31, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Liabilities and Stockholders’ Equity (Deficit) | ||
| Current Liabilities | ||
| Short term loan | 4,165 | 12 |
| Accounts payable | 2,485 | 124 |
| Operating lease liability, current portion | 1,531 | 504 |
| Promissory note – related party | 5,691 | - |
| Due to related parties | 1,001 | 255 |
| Other current liabilities | 7,729 | 3,117 |
| Other current liabilities of consolidated variable interest entities | 206 | 104 |
| Loans payable - former related parties, current | 1,250 | 842 |
| Stock purchase warrant liabilities | 56,194 | 24,521 |
| Deferred considerations | 9,025 | 14,067 |
| Derivative liability | 110 | - |
| Current liabilities held for sale | 2,238 | - |
| Total current liabilities | 91,625 | 43,546 |
| Non-Current liabilities | ||
| Non-current operating lease liabilities | 2,883 | 143 |
| Long term loan | 3,084 | - |
| Loan payable - former related parties, net of current portion | - | 850 |
| Liability in respect of employee rights upon termination | 120 | - |
| Deferred tax liability | 683 | 647 |
| Total Non-Current liabilities | 6,770 | 1,640 |
| Total Liabilities | 98,395 | 45,186 |
| Noncontrolling interests Subject to Possible Redemption | 174,568 | 172,779 |
| Stockholders’ Equity (Deficit) | ||
| Preferred stock ($0.0001 par value; 15,000,000 shares authorized; 400 and 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively) | * | - |
| Common stock ($0.0001 par value; 150,000,000 shares authorized; 38,215,119 and 19,025,767 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively) | 4 | 2 |
| Additional paid-in capital | 185,859 | 102,737 |
| Accumulated other comprehensive loss | (24) | - |
| Accumulated deficit | (149,674) | (122,527) |
| Total Company’s stockholders’ equity (deficit) | 36,165 | (19,788) |
| Non-controlling interest | 6,358 | 4,209 |
| Total stockholders’ equity (deficit) | 42,523 | (15,579) |
| Total liabilities and stockholders’ equity (deficit) | 315,486 | 202,386 |
| (*) | Less than $1 thousand. |
|---|
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
| Three months ended | ||
|---|---|---|
| 2026 | 2025 | |
| Revenues | 3,653 | - |
| Cost of revenues | (3,282) | - |
| Gross profit | 371 | - |
| Operating expenses | ||
| Research and development expenses | (274) | - |
| Selling and marketing expenses | (157) | - |
| General and administrative expenses | (3,528) | (1,507) |
| General and administrative expenses of consolidated variable interest entities | (223) | - |
| Total operating expenses | (4,182) | (1,507) |
| Loss from operations | (3,811) | (1,507) |
| Other income (expenses) | ||
| Interest expense | (2,591) | (197) |
| Interest income of consolidated variable interest entities | 1,790 | - |
| Interest on related parties promissory note | (354) | - |
| Change in fair value - convertible note | 5,392 | 567 |
| Change in fair value - stock purchase warrant liabilities | (26,635) | 104,278 |
| Total other income (expense), net | (22,398) | 104,648 |
| Net income (loss) before income taxes | (26,209) | 103,141 |
| Income taxes | (38) | - |
| Net income (loss) from continuing operations | (26,247) | 103,141 |
| Net loss from discontinued operations | (104) | (183) |
| Net income (loss) | (26,351) | 102,958 |
| Net income (loss) attributable to non-controlling interests | 796 | - |
| Net income (loss) attributable to the Company’s stockholders | (27,147) | 102,958 |
| Net income (loss) | (26,351) | 102,958 |
| Earnings (loss) per share from continuing operations (basic) | (1.01) | 20.80 |
| Earnings (loss) per share from discontinued operations (basic) | - | (0.04) |
| Total loss per share (basic) | (1.01) | 20.76 |
| Weighted average number of shares of Common Stock outstanding - basic | 28,158,248 | 4,959,516 |
| - | ||
| Earnings (loss) per share from continuing operations (diluted) | (1.14) | 18.19 |
| Earnings (loss) per share from discontinued operations (diluted) | - | (0.04) |
| Total loss per share (diluted) | (1.14) | 18.15 |
| Weighted average number of shares of Common Stock outstanding – diluted | 30,874,436 | 5,671,702 |
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Three months ended | ||
|---|---|---|
| 2026 | 2025 | |
| Comprehensive income (loss): | ||
| Net income (loss) | (26,351) | 102,958 |
| Unrealized foreign currency translation (loss) gain | 243 | (59) |
| Comprehensive income (loss) | (26,108) | 102,899 |
| Comprehensive income (loss) attributable to non-controlling interests | 924 | - |
| Comprehensive income (loss) attributable to the Company’s stockholders | (27,032) | 102,899 |
| Comprehensive income (loss) | (26,108) | 102,899 |
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Preferred Stock · Common Stock · Additional · Accumulated Other Comprehensive · Non- · Total stockholders’ | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Amount | Number of Shares | Amount | paid-in capital | Accumulated deficit | Income (Loss) | controlling interest | equity (deficit) | |
| BALANCE AT DECEMBER 31, 2025 | - | - | 19,025,767 | 2 | 102,737 | (122,527) | - | 4,209 | (15,579) |
| Issuance of common stock from exercise of warrants | - | - | 3,483,848 | * | 4,960 | - | - | - | 4,960 |
| Stock based compensation | - | - | 475,000 | * | 1,907 | - | - | - | 1,907 |
| Issuance of common stock in relation to private placement | - | - | 2,439,000 | * | * | - | - | - | * |
| Issuance of common stock for purchase of subsidiaries | - | - | 6,620,340 | 1 | 24,902 | - | - | - | 24,903 |
| Conversion of note into equity | 1,625,000 | * | 3,153 | 3,153 | |||||
| Equity classified warrants issued at part of purchase of subsidiaries | - | - | - | - | 45,646 | - | - | - | 45,646 |
| Issuance of preferred stock in relation to private placement | 200 | * | - | - | - | - | - | - | - |
| Shares issue as penalty | - | - | 73,170 | * | * | - | - | - | * |
| Shares issued to settle commitment under ELOC agreement | - | - | 304,878 | * | - | - | - | * | |
| Issuance of shares from ELOC exercises | - | - | 3,968,116 | 1 | 3,529 | - | - | - | 3,530 |
| Issuance of shares for settlement of debt on related party | - | - | 200,000 | * | 300 | - | - | - | 300 |
| Subsidiary consolidation for the first time | - | - | - | -- | - | - | (139) | 1,739 | 1,600 |
| Accretion of Noncontrolling interests Subject to Possible Redemption | - | - | - | - | (1,275) | - | - | (514) | (1,789) |
| Foreign currency translation adjustments | - | - | - | - | - | - | 115 | 128 | 243 |
| Comprehensive loss for the periord | - | - | - | - | - | (27,147) | - | 796 | (26,351) |
| BALANCE AT MARCH 31, 2026 | 200 | - | 38,215,119 | 4 | 185,859 | (149,674) | (24) | 6,358 | 42,523 |
| (*) | Less than $1 thousand. |
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Preferred Stock · Common Stock · Additional · Accumulated Other Comprehensive · Total stockholders’ | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Amount | Number of Shares | Amount | paid-in capital | Accumulated deficit | Income (Loss) | Non-controlling interest | equity (deficit) | |
| BALANCE AT DECEMBER 31, 2024 | - | - | 4,930,531 | * | 37,760 | (201,076) | (34) | - | (163,350) |
| Issuance of common stock from exercise of pre-funded warrants | - | - | 83,332 | * | 3,056 | - | - | - | 3,056 |
| Stock based compensation | - | - | - | - | 178 | - | - | - | 178 |
| Foreign currency translation adjustments | - | - | - | - | - | - | (59) | - | (59) |
| Net loss for the period | - | - | - | - | - | 102,958 | - | - | 102,958 |
| BALANCE AT MARCH 31, 2025 | - | - | 5,013,863 | * | 40,994 | (98,118) | (93) | - | (57,217) |
| (*) | Less than $1 thousand. |
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