D
T3 Defense Inc.
DFNSCIK 0001787518NasdaqNon-AcceleratedSmaller ReportingEmerging GrowthServices-Management Consulting ServicesDelawareFY ends Dec 31
Period
FY 2025
Revenue
—
Net Income
$78.55M
Total Assets
$202.39M
Equity
$-19.79M
Shares Out
37.82M
Op. Cash Flow
$-6.20M
Business
Nukkleus Inc. is a financial technology and acquisition company providing blockchain-enabled transaction solutions and acquiring defense-related businesses. It offers an advanced transactions platform for dealing and risk management, cross-border payment and settlement services via blockchain (Digital RFQ), planned custody and post-trade settlement technology (DigiClear), advisory and integration services, and, through its Star affiliate, defense products and engineered tactical vehicles. Key business segments include Digital RFQ, DigiClear, Match/DRFQ activities and Star (including operating subsidiary Rimon). The company serves institutional and government defense clients primarily in Israel, provides UK-regulated payment services, and distributes products via direct sales, exclusive distributors and online channels.
Summary from filing dated 2025-02-10
Financials
Consolidated Statement of Income
Year Ended · In millions, except per-share amounts
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-09-30 | FY 2023 2023-09-30 | FY 2022 2022-12-31 | FY 2022 2022-09-30 |
|---|---|---|---|---|---|---|
| Impairment loss | −4 | −391,000 | — | — | — | |
| General and administrative expenses (Note 15) | −28 | −7 | — | — | — | |
| General and administrative expenses of consolidated variable interest entities | −174,000 | — | — | — | — | |
| Total operating expenses | −33 | −7 | 17 | — | 10 | |
| Loss from operations | −33 | −7 | −17 | −1 | −11 | |
| Financial expense, net | −154,000 | −387,000 | — | — | — | |
| Interest income of consolidated variable interest entities | 279,000 | — | — | — | — | |
| Loss on settlement of vendor obligations | — | −289,000 | — | — | — | |
| Gain on settlement of vendor obligations | — | 211,000 | — | — | — | |
| Loss on shares issued as commitment for ELOC agreement | −1 | — | — | — | — | |
| Gain on settlement of due to affiliates | — | 192,000 | — | — | — | |
| Loss on debt extinguishment | −7 | — | — | — | — | |
| Penalties on late registration | −1 | — | — | — | — | |
| Change in fair value - convertible note embedded derivative | 588,000 | — | — | — | — | |
| Change in fair value - stock purchase warrant liabilities | 132 | — | — | — | — | |
| Day one loss of stock purchase warrants issued in connection with conversion of convertible notes | — | — | — | 169,836 | — | |
| Day one loss on private placement | −13 | — | — | — | — | |
| Other income | — | — | — | — | — | |
| Total other income (expense), net | 109 | −273,000 | 34,793 | 234,785 | — | |
| Net income (loss) before income taxes | 77 | −7 | −17 | — | −12 | |
| Income taxes | −9,000 | — | — | — | — | |
| Net income (loss) from continuing operation | 77 | −7 | — | — | — | |
| Net gain (loss) from discontinued operations (Note 3) | 2 | −1 | — | — | — | |
| Net income (loss) | 79 | −9 | — | — | — | |
| Net income attributable to non-controlling interests | 82,000 | — | — | — | — | |
| Net income attributable to the Companys stockholders | 79 | −9 | −17 | −967,614 | −12 | |
| Earnings (loss) per share from continuing operations (basic) (in Dollars per share) | 8.21 | −4.27 | −13.84 | — | — | |
| Earnings (loss) per share from discontinued operations (basic) (in Dollars per share) | 0.24 | −0.66 | — | — | — | |
| Total loss per share (basic) (in Dollars per share) | 8.45 | −4.93 | −1.73 | −0.21 | −1.21 | |
| Weighted average number of shares of Common Stock outstanding - basic (*) (Note 17) (in Shares) | 8 | 2 | 1 | 5 | 10 | |
| Earnings (loss) per share from continuing operations (diluted) (in Dollars per share) | 7.74 | −4.27 | — | — | — | |
| Earnings (loss) per share from discontinued operations (diluted) (in Dollars per share) | 0.22 | −0.66 | −13.84 | — | — | |
| Total gain per share (diluted) (in Dollars per share) | 7.96 | −4.93 | −1.73 | −0.21 | −1.21 | |
| Weighted average number of shares of Common Stock outstanding diluted (Note 17) (in Shares) | 9 | 2 | 1 | 5 | 10 |
Consolidated Balance Sheet
As of · In millions, except per-share amounts
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2024 2024-09-30 | FY 2023 2023-09-30 | FY 2022 2022-12-31 |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 3 | 7 | 3,678 | 19,318 | — | |
| Cash and cash equivalents | 1 | — | — | — | — | |
| Other current assets | 102,000 | — | — | — | — | |
| Restricted cash | 50,000 | — | — | — | — | |
| Marketable Securities | 250,000 | — | — | — | — | |
| Accounts receivable, less allowance for credit losses of $27 as of December 31, 2025 | 506,000 | — | — | — | — | |
| Other current assets (Note 5) | 224,000 | 107,000 | 279,448 | 32,522 | — | |
| Loan granted (Note 6) | 2 | — | — | — | — | |
| Current assets from discontinued operations (Note 3) | — | 1 | — | — | — | |
| Total Current assets | 14 | 9 | 965,709 | 3 | 6 | |
| Intangible assets (Note 7) | 16,000 | — | — | — | — | |
| Operating right of use assets (Note 8) | 823,000 | — | — | — | — | |
| Non-Current assets of consolidated variable interest entities | — | — | — | — | — | |
| Cash and securities held in trust account (Note 1D) | 173 | — | — | — | — | |
| Other non-current assets | 36,000 | — | — | — | — | |
| Property and equipment, net | 101,000 | — | — | — | — | |
| Goodwill (Note 4) | 8 | — | — | — | — | |
| Other intangible asset (Note 4) | 7 | — | — | — | — | |
| Non-Current assets from discontinued operations (Note 3) | — | 15,000 | — | — | — | |
| Total Non-Current assets | 189 | 15,000 | 19,290 | 424,217 | — | |
| Total Assets | 202 | 9 | 984,999 | 3 | 6 | |
| Short term loan | 12,000 | — | — | — | — | |
| Accounts payable | 124,000 | 70,000 | 448,307 | 138,666 | 315,023 | |
| Operating lease liability, current portion (Note 8) | 504,000 | — | — | — | — | |
| Convertible notes payable, net (Note 9) | — | 706,000 | 634,009 | — | — | |
| Note payable, net | — | 64,000 | 54,198 | — | — | |
| Due to related parties | 255,000 | 42,000 | — | — | — | |
| Other current liabilities (Note 10) | 3 | 1 | 579,524 | 7 | — | |
| Other current liabilities of consolidated variable interest entities | 104,000 | — | — | — | — | |
| Loans payable - former related parties, current (Note 11) | 842,000 | 619,000 | — | — | — | |
| Stock purchase warrant liabilities | 25 | 165 | — | — | — | |
| Deferred considerations (Note 4) | 14 | — | — | — | — | |
| Derivative liability | — | 848,000 | — | — | — | |
| Current liabilities from discontinued operations (Note 3) | — | 3 | — | — | — | |
| Total current liabilities | 44 | 171 | 7 | 9 | 4 | |
| Non-current operating lease liabilities (Note 8) | 143,000 | — | — | — | — | |
| Loan payable - former related parties, net of current portion (Note 11) | 850,000 | 992,000 | — | — | — | |
| Deferred tax liability (Note 4) | 647,000 | — | — | — | — | |
| Non-current liabilities from discontinued operations (Note 3) | — | 17,000 | — | — | — | |
| Total Non-Current liabilities | 2 | 1 | 1 | 422,390 | — | |
| Total Liabilities | 45 | 172 | 8 | 10 | 4 | |
| Noncontrolling interests Subject to Possible Redemption (Note 1D) | 173 | — | — | — | 6 | |
| Preferred stock ($0.0001 par value; 15,000,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively) | — | — | — | — | — | |
| Common stock ($0.0001 par value; 150,000,000 shares authorized; 19,025,767 and 4,930,531 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively) | 2,000 | — | 209 | 126 | 4 | |
| Additional paid-in capital | 103 | 38 | 33 | 26 | — | |
| Accumulated other comprehensive (loss) | — | −34,000 | −144,883 | 31,959 | — | |
| Accumulated deficit | −123 | −201 | −40 | −32 | −8 | |
| Total Companys stockholders deficit | −20 | −163 | −7 | −6 | — | |
| Non-controlling interest | 4 | — | — | — | — | |
| Total stockholders deficit | −16 | −163 | −7 | −6 | −4 | |
| Total liabilities and stockholders deficit | 202 | 9 | 984,999 | 3 | 6 |
Consolidated Statement of Cash Flows
Year Ended · In millions, except per-share amounts
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-09-30 | FY 2023 2023-09-30 | FY 2022 2022-12-31 | FY 2022 2022-09-30 |
|---|---|---|---|---|---|---|
| Amortization of debt discount | — | 316,000 | — | — | — | |
| Depreciation | 4,000 | — | — | — | — | |
| Stock-based compensation | 19 | 230,000 | 370,878 | — | 2 | |
| Interest earned on marketable securities held in Trust Account | −278,000 | — | — | — | — | |
| Gain on deconsolidation | — | — | — | — | — | |
| Loss on extinguishment of convertible notes payable | 7 | — | — | — | — | |
| Shares and warrants issued in connection with JV agreement | 3 | — | — | — | — | |
| Shares issued as part of settlement agreement | 157,000 | — | — | — | — | |
| Shares issued as penalty for filing | 300,000 | — | — | — | — | |
| Shares issued as commitment for ELOC agreement | 1 | — | — | — | — | |
| Gain on marketable securities | −301,000 | — | — | — | — | |
| Day one loss on stock purchase warrants issued in connection with private placement | 13 | — | — | — | — | |
| Change in fair value - stock purchase warrant liabilities | −130 | — | — | — | — | |
| Change in fair value of liability-classified stock purchase warrants | −588,000 | — | — | — | — | |
| Changes in lease assets and lease liabilities | −151,000 | — | — | — | — | |
| Change in fair value of derivative liabilities | — | — | — | — | — | |
| Loss on reclassification of stock purchase warrants from equity-classified to liability-classified | — | — | — | — | — | |
| Other current assets | −264,000 | −236,000 | −26,393 | — | −4,716 | |
| Accounts payable | 30,000 | — | 82,366 | — | 7,276 | |
| Due to affiliates | — | 3 | −1 | — | 2 | |
| Interest payable - related parties | −34,000 | 44,000 | 1,776 | — | — | |
| Accrued expenses and other current liabilities | 760,000 | 3 | 63,674 | — | 190,961 | |
| Net cash used in operating activities continuing operations | −6 | −893,000 | — | — | — | |
| Net cash used in operating activities discontinuing operations | −51,000 | −3 | — | — | — | |
| Net cash used in operating activities | −6 | −4 | −1 | −1 | 2 | |
| Proceeds from sale of investment | — | — | — | — | — | |
| Investment in short term securities | 50,000 | — | — | — | — | |
| Loan granted | −2 | — | — | — | — | |
| Investment of cash in Trust Account | −173 | — | — | — | — | |
| Due to affiliates, net | −984,000 | — | — | — | — | |
| Cash provided by purchase of subsidiary | 449,000 | — | — | — | — | |
| Payment on property and equipment | −31,000 | — | — | — | — | |
| Advance to target of planned acquisition | −4 | — | — | — | — | |
| Net cash used in investing activities continuing operations | −179 | — | — | — | — | |
| Net cash used in investing activities discontinuing operations | −960,000 | 133,000 | — | — | — | |
| Net cash used in investing activities | −180 | 133,000 | −1 | 47 | −35,000 | |
| Business Combination, net of issuance costs | — | 150,000 | — | — | — | |
| Proceeds from issuance of loans payable - related parties | — | 1 | 418,316 | — | — | |
| Proceeds from issuance of private placement and embedded derivative, net of issuance costs | 9 | — | — | — | — | |
| Proceeds from sale of SPAC Units and Private Placement Units, net of issuance costs | 173 | — | — | — | — | |
| Proceeds from issuance of common stock, net of issuance costs | — | — | — | — | — | |
| Repayments on loans payable - related parties | −94,000 | — | — | — | — | |
| Proceeds from issuance of convertible notes payable and embedded derivative, net of issuance costs | — | — | — | — | — | |
| Proceeds from issuance of convertible notes payable and stock purchase warrants, net of issuance costs | — | 996,000 | — | — | — | |
| Proceeds from issuance of note payable and stock purchase warrants | — | 78,000 | — | — | — | |
| Net cash provided by financing activities continuing operations | 182 | 3 | — | — | — | |
| Net cash provided by financing activities discontinuing operations | — | 422,000 | — | — | — | |
| Net cash provided by financing activities | 182 | 3 | 418,316 | −40 | — | |
| Effect of exchange rate changes on cash and cash equivalents continuing operations | 95,000 | 29,000 | 231,404 | — | — | |
| Effect of exchange rate changes on cash and cash equivalents discontinuing operations | 34,000 | — | 231,404 | — | −399,262 | |
| INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | −4 | −656,000 | −2 | — | 1 | |
| Interest | — | 1,000 | — | — | — | |
| Issuance of common stock to settle loans payable related parties and accrued and unpaid interest | — | 613,000 | — | — | — | |
| Capital reduction on settlement of loans payable related parties and accrued and unpaid interest through issuance of common stock | — | −343,000 | — | — | — | |
| Issuance of common stock to settle due to affiliates | — | 7 | — | — | — | |
| Capital reduction on settlement of due to affiliates through issuance of common stock | — | −4 | — | — | — | |
| Issuance of common stock to settle accrued expenses and other current liabilities | — | 2 | — | — | — | |
| Settlement of due to affiliates through issuance of loan payable related parties | — | 1 | — | — | — | |
| Settlement of accrued expenses and other current liabilities through issuance of Old Nukk common stock | — | 213,000 | — | — | — | |
| Issuance of Old Nukk common stock to Brilliant vendors in exchange for receivable from Brilliant | — | 2 | — | — | — | |
| Settlement of loans payable related parties through exchange of notes receivable related parties and accrued and unpaid interest | — | 38,000 | — | — | — | |
| Settlement of loans payable related parties through exchange of due from affiliates | — | 12,000 | — | — | — | |
| Fair value of the stock purchase warrants issued in connection with the private placement agreement | — | — | — | — | — | |
| Issuance of common stock issued as compensation for services | — | — | — | — | — | |
| Issuance of common stock issued to settle Exit and Settlement Agreement | — | — | — | — | — | |
| Issuance of common stock issued as compensation to board of directors | — | — | — | — | — | |
| Fair value of derivative liability embedded within convertible note payable | — | — | — | — | — | |
| Fair value of liability-classified warrants issued in connection with conversion of convertible notes | — | — | — | — | — | |
| Settlement of convertible notes payable through issuance of common stock | — | — | — | — | — | |
| Fair value of stock purchase warrants reclassified from equity-classified to liability-classified | — | — | — | — | 3 | |
| Issuance of common stock for digital assets purchased | 4 | — | — | — | — | |
| Initial recognition of operating lease liability and a corresponding right-of- use asset | 695,000 | — | — | — | — | |
| Fair value of the derivative liability extinguished from conversion of convertible note | 260,000 | — | — | — | — | |
| Fair value of warrants exercised | 32 | — | — | — | — | |
| Share issued to cover subsidiary's liabilities | 509,000 | — | — | — | — | |
| Offering costs included in accrued offering costs | 76,000 | — | — | — | — | |
| Fair value of common stock issued in connection with conversion of convertible note | 2 | — | — | — | — |
Filings
Filing historySign up free to browse every 10-K, 10-Q, 8-K, and proxy this filer has submitted to the SEC.Sign up free · Upgrade to Pro
Material Events
Material EventsTrack every 8-K filing and material event — AI-summarized, timelined, and alertable.Sign up free · Upgrade to Pro
Insiders
Insider ActivitySee executive buy/sell windows and insider trade activity over rolling 30/90/365-day windows.Sign up free · Upgrade to Pro
Institutional Holders
Institutional HoldersSee which funds hold this stock and track position changes quarter over quarter.Sign up free · Upgrade to Pro