T3 Defense Inc.

Corporate focus and strategy

• Formerly Brilliant Acquisition Corporation and later Nukkleus Inc., T3 Defense is a strategic platform company focused on acquiring, integrating, and scaling defense, aerospace, and advanced manufacturing businesses.
• In late 2024 the company shifted from a fintech/transaction technology and advisory focus to building a portfolio of defense-related companies and technologies across the U.S., Israel, and Europe.
• Core objective: assemble mission-critical suppliers and technology providers in defense, aerospace, and advanced manufacturing, with emphasis on dual-use technologies, AI applications, and critical manufacturing capabilities.
• Target ownership is typically controlling interests (mostly >50%). The company finances acquisitions through equity and debt offerings.

Portfolio and structure (highlights)

• Star 26 Capital Inc. is a principal portfolio vehicle and owns:
  • B. Rimon Agencies Ltd. — Israeli defense supplier of generators, masts, lighting, mobile vehicles/trailers, sensors and related defense products and services.
  • Tiltan Software Engineering Ltd. — Israeli AI and software provider for defense and aerospace (simulation, geospatial, GPS-denied navigation).
  • Nimbus Drones Technologies and Marketing Ltd. — Israeli UAV systems and services provider.
  • ITS Industrial Tecno-logic Solutions Ltd. — Israeli design and production of electro-mechanical production lines.
  • Positech Ltd. — subsidiary of ITS; high-precision motion-control systems for defense platforms.
  • Water.IO Ltd. and ZorroNet Ltd. — AI-based perimeter security and command-and-control middleware assets.
• Recent and ongoing transactions:
  • Tiltan acquired December 30, 2025; structured with cash, promissory note, and equity components; some equity held in escrow and secured by a pledge.
  • Nimbus acquired January 15, 2026; consideration included common stock and a convertible note that was converted to common stock.
  • ITS: T3 Defense acquired 51% on February 16, 2026, with a 3-year option to acquire the remaining 49%.
  • Positech included as part of the ITS acquisition structure, providing build-to-spec and motion-control capabilities.
• Other strategic moves:
  • Blade Ranger Ltd. holds exclusive U.S. distribution rights for a drone-payload system with minimum purchase commitments in Years 1–3 and potential extension based on targets.
  • Mandragola Aviation joint venture (Baltics and Israel) aims to build advanced manufacturing zones, a NATO-compliant logistics hub, and aviation/MRO capabilities; Mandragola received equity and warrants as part of the arrangement.
  • Star 26/Water.IO operate as part of the broader T3 Defense ecosystem.
  • Star acquisition completed January 12, 2026; Star became 100% owned.

Financial snapshot and operating results

• Revenue by subsidiary (selected)
  • Tiltan Software Engineering Ltd.: 2024 revenue ~ $2.964 million; 2025 revenue ~ $2.185 million.
  • Nimbus Drones Technologies and Marketing Ltd.: 2025 revenue ~ $0.94 million.
  • ITS Industrial Tecno-logic Solutions Ltd. (and affiliate Positech): 2024 revenue ~ $6.395 million; 2025 revenue ~ $4.549 million.
  • Positech Ltd.: 2024 revenue ~ $3.053 million; 2025 revenue ~ $1.600 million.
• Combined disclosed revenue for the four named subsidiaries:
  • 2024 total: ~ $13.352 million.
  • 2025 total: ~ $9.274 million.
• Company-wide results (2025)
  • Net loss: ~ $32.6 million.
  • Net cash used in operating activities: ~ $6.2 million.
• Liquidity and capital structure
  • Unrestricted cash: ~ $7.0 million as of December 31, 2025.
  • Working capital: negative by ~ $30 million (includes ~ $24.5 million of stock purchase warrant liabilities that are not cash-settled).
  • Active Equity Line of Credit (ELOC) with Esousa Holdings, LLC; estimated monthly drawdown capacity ~$6.6 million.
  • Approximately $20 million raised via PIPE transactions in the prior 12 months.
  • Management reports that certain majority-owned subsidiaries (e.g., Rimon Ltd. and Nimbus Robotics) are cash-positive and require no capital support from the company.
• Ownership and potential dilution
  • Menachem Shalom (CEO and director) beneficially owned ~19.4% of outstanding common stock as of March 30, 2026 (8,260,369 shares), plus a five-year warrant to purchase an additional 12,017,648 shares at $1.50 per share.
  • Star acquisition instruments (equity, warrants, and notes) create potential additional dilution if exercised.
• Headcount
  • Total employees: 112
    • T3: 2
    • ITS: 39
    • Positech: 11
    • Tiltan: 14
    • Nukk Picolo Ltd.: 17
    • Rimon: 18
    • ZorroNet: 7
    • Water.IO: 2
    • Nimbus: 2
• Offices and locations
  • Corporate headquarters: New York, NY.
  • Israeli operations in Netanya and other sites (Petach Tikva, Kfar Saba, Haifa, etc.).
  • U.S. address for Delaware-registered entity and Israeli subsidiary presence supporting the defense ecosystem.

Markets, customers, and activities

• Product and solution focus:
  • Rimon Agencies Ltd.: defense hardware and systems for Israeli defense customers, including special forces and military programs.
  • Tiltan: simulation, geospatial, and AI-driven software for training, testing, mapping, and GPS-denied navigation. Product suite includes T-AWARE, TOPS, Majestic.ai, T-BAT, and AGM.
  • Nimbus: end-to-end UAV solutions (hardware sales, maintenance, aerial services, training).
  • ITS and Positech: design and build-to-spec manufacturing, motion-control systems for defense platforms.
  • ZorroNet / Water.IO: AI-powered perimeter security, real-time anomaly detection, and automated response middleware.
• Distribution and joint ventures:
  • Blade Ranger exclusive U.S. distribution for a drone-payload system with contractual minimums and potential extension.
  • Mandragola Aviation JV to establish NATO-compliant logistics and advanced manufacturing capabilities in the Baltics and Israel.
• Regulatory and compliance posture:
  • The business model requires attention to ITAR/EAR and DFARS-related requirements, cybersecurity and data privacy constraints, and anti-corruption (FCPA) considerations.
  • Compliance infrastructure and security clearances are a material operational challenge as the company transitions into the defense sector.

Market context

• The company cites growing global defense spending, expanded defense exports from Israel, and geopolitical tensions as market drivers.
• Portfolio companies target defense primes, government agencies, and security organizations, with references to Israeli defense customers and prime contractors such as Elbit, Rafael, and IAI.
• Nimbus and Tiltan are pursuing international expansion across Asia, Europe, and the U.S.

Scope

• Numbers and items above reflect figures disclosed in the filing (selected subsidiary revenues for 2024–2025, employee counts, cash positions, ELOC, and ownership details).
• The filing discloses potential future dilution from outstanding warrants and convertible securities and identifies liquidity and profitability risks tied to the company’s defense-transformation plan.

If you want, I can condense this into a one-page briefing or extract key figures into a simple table.