T3 Defense Inc. (DFNS): M&A transaction — Nukkleus closes acquisition of Tiltan Software Engineering for approx. $14M

T3 Defense Inc.

Acquired all Tiltan shares for NIS 47.6M (~$14M); 75% cash (NIS 35.7M) and 25% stock (NIS 11.9M, 2M shares escrowed).
Deferred cash portion of NIS 29.75M (~$8.75M) evidenced by secured promissory note, payable in five installments through June 29, 2026.
Tiltan 2024 revenues $2.96M, net income $822K (down from 2023: $4.40M revenue, $1.97M net income); paid $4.76M dividend in 2024.
Non-competition and non-solicitation covenants from seller through June 2027; pledge on Tiltan shares as security.
Pre-closing dividend of NIS 3.24M payable by Nukkleus from select customer payments during 2026.

item 1.01 item 2.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

T3 Defense Inc. issued 2,000,000 shares of common stock to escrow agent.

Security: common stock
Shares: 2,000,000 shares
Purchaser: escrow agent

Exact text from the filing

The Company issued 2,000,000 shares of Common Stock to the escrow agent (the “Escrowed Shares”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

T3 Defense Inc. completed an acquisition involving Arie Shafir for NIS 47,600,000 (approximately $14,000,000) (closed 2025-12-30).

Action: acquisition
Counterparty: Arie Shafir
Consideration: NIS 47,600,000 (approximately $14,000,000)
Closing: 2025-12-30

Exact text from the filing

On December 30, 2025, the Company and Nukk Picolo consummated the acquisition of all the issued and outstanding stock of Tiltan in consideration of NIS 47,600,000 (approximately $14,000,000).

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T3 Defense Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-126417

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