T3 Defense (DFNS) Registration Filing summary

Company overview and business model

• Transitioned from financial technology to a strategic acquirer/operator in aerospace and defense, focusing on Tier 2/3 suppliers and dual-use technologies in the U.S., Israel, and Europe.

• Acquired Star 26 Capital, Tiltan Software Engineering, and Nimbus Drones, expanding into defense tech, AI, and unmanned systems.

• Star 26’s subsidiary Rimon is a key Israeli supplier for Iron Dome launchers and other defense products; also holds interests in Water.IO (smart hydration) and ITS (industrial automation).

• U.S. operations focus on exclusive distribution of advanced drone payloads for defense and homeland security; Israeli operations provide MRO, modernization, and leasing for civil/defense aviation.

Financial performance and metrics

• For the nine months ended September 30, 2025, pro forma combined revenue was $2.7M, with a gross profit of $356K; for the year ended December 31, 2024, revenue was $5.0M, gross profit $1.2M.

• Net income for the nine months ended September 30, 2025, was $89.6M, primarily due to non-cash gains from warrant revaluation; underlying operations remain unprofitable.

• As of September 30, 2025, cash was $7.6M, with a working capital deficit of $30.5M and accumulated deficit of $111.5M.

• Rimon’s 2024 revenue grew 31.5% to $5.0M, but net loss was $555K due to increased G&A and professional fees.

Use of proceeds and capital allocation

• No proceeds from the resale of shares by selling stockholders; company will receive up to $18M if warrants are exercised for cash.

• Any proceeds from warrant exercises will be used for working capital, general corporate purposes, and potential acquisitions.

• Recent capital raises include a $10M private placement and a $250M equity line of credit facility.