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T3 Defense Inc.

For the period ended Mar 31, 2026. Filed May 20, 2026.

View on SEC.gov

About 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

DFNS$2.01-12.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Unaudited Condensed Consolidated Balance Sheet as of March 31, 2026

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

March 31,December 31,
20262025
Assets
Current Assets
Cash and cash equivalents6,4312,627
Current assets of consolidated variable interest entities
Cash and cash equivalents9311,270
Other current assets159102
Short term deposits and restricted cash33450
Marketable Securities120250
Inventories3,501-
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, 20263,639506
Other current assets1,877224
Loan granted2,4552,385
Current assets held for sale3,364-
Total Current assets22,81113,555
Non-Current Assets
Operating right of use assets4,386823
Non-Current assets of consolidated variable interest entities
Cash and securities held in trust account174,568172,779
Other non-current assets1436
Property and equipment, net559101
Goodwill100,1507,688
Other intangible asset12,5437,388
Intangible asset1016
Deferred taxes360-
Funds in respect of employee rights upon termination85-
Total Non-Current assets292,675188,831
Total Assets315,486202,386

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

March 31,December 31,
20262025
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Short term loan4,16512
Accounts payable2,485124
Operating lease liability, current portion1,531504
Promissory note – related party5,691-
Due to related parties1,001255
Other current liabilities7,7293,117
Other current liabilities of consolidated variable interest entities206104
Loans payable - former related parties, current1,250842
Stock purchase warrant liabilities56,19424,521
Deferred considerations9,02514,067
Derivative liability110-
Current liabilities held for sale2,238-
Total current liabilities91,62543,546
Non-Current liabilities
Non-current operating lease liabilities2,883143
Long term loan3,084-
Loan payable - former related parties, net of current portion-850
Liability in respect of employee rights upon termination120-
Deferred tax liability683647
Total Non-Current liabilities6,7701,640
Total Liabilities98,39545,186
Noncontrolling interests Subject to Possible Redemption174,568172,779
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)42
Additional paid-in capital185,859102,737
Accumulated other comprehensive loss(24)-
Accumulated deficit(149,674)(122,527)
Total Company’s stockholders’ equity (deficit)36,165(19,788)
Non-controlling interest6,3584,209
Total stockholders’ equity (deficit)42,523(15,579)
Total liabilities and stockholders’ equity (deficit)315,486202,386
(*)Less than $1 thousand.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

Three months ended
20262025
Revenues3,653-
Cost of revenues(3,282)-
Gross profit371-
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 entities1,790-
Interest on related parties promissory note(354)-
Change in fair value - convertible note5,392567
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 interests796-
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 - basic28,158,2484,959,516
-
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 – diluted30,874,4365,671,702

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three months ended
20262025
Comprehensive income (loss):
Net income (loss)(26,351)102,958
Unrealized foreign currency translation (loss) gain243(59)
Comprehensive income (loss)(26,108)102,899
Comprehensive income (loss) attributable to non-controlling interests924-
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 SharesAmountNumber of SharesAmountpaid-in capitalAccumulated deficitIncome (Loss)controlling interestequity (deficit)
BALANCE AT DECEMBER 31, 2025--19,025,7672102,737(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--6,620,340124,902---24,903
Conversion of note into equity1,625,000*3,1533,153
Equity classified warrants issued at part of purchase of subsidiaries----45,646---45,646
Issuance of preferred stock in relation to private placement200*-------
Shares issue as penalty--73,170**---*
Shares issued to settle commitment under ELOC agreement--304,878*---*
Issuance of shares from ELOC exercises--3,968,11613,529---3,530
Issuance of shares for settlement of debt on related party--200,000*300---300
Subsidiary consolidation for the first time-------(139)1,7391,600
Accretion of Noncontrolling interests Subject to Possible Redemption----(1,275)--(514)(1,789)
Foreign currency translation adjustments------115128243
Comprehensive loss for the periord-----(27,147)-796(26,351)
BALANCE AT MARCH 31, 2026200-38,215,1194185,859(149,674)(24)6,35842,523
(*)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 SharesAmountNumber of SharesAmountpaid-in capitalAccumulated deficitIncome (Loss)Non-controlling interestequity (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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