$DFNSW
T3 Defense Inc.
CIK:0001787518|SEC Filings
Unaudited Condensed Consolidated Interim Statements of Cash Flows - USD ($) $ in Thousands |
6 Months Ended | |
|---|---|---|
Jun. 30, 2026 |
Jun. 30, 2025 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net income (loss) for the period | $ (107,780) | $ 105,977 |
| Net loss (income) from discontinued operations | (4,159) | 400 |
| Net income (loss) for the period from continuing operation | (111,939) | 106,377 |
| Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
| Amortization and Depreciation | 438 | 323 |
| Stock-based compensation | 1,907 | 178 |
| Interest earned on marketable securities held in Trust Account | (3,110) | 0 |
| Employee extermination | (14) | 0 |
| Deferred taxes | (162) | 0 |
| Interest on loans | (151) | 0 |
| Gain on sale of subsidiary | (1,744) | 0 |
| Loss on marketable securities | 3,705 | 0 |
| Change in fair value – convertible note embedded derivative | (234) | (588) |
| Change in fair value - stock purchase warrant liabilities | 102,231 | (109,406) |
| Changes in lease assets and lease liabilities | (38) | 0 |
| Trade receivables | (255) | 0 |
| Other current assets | (153) | (444) |
| Due from related parties | 0 | (132) |
| Inventory | (916) | 0 |
| Accounts payable | 597 | 28 |
| Due to affiliates | 0 | 87 |
| Interest payable - related parties | 629 | 51 |
| Accrued expenses and other current liabilities | (686) | 545 |
| Net cash used in operating activities – continuing operations | (9,895) | (2,981) |
| Net cash used in operating activities – discontinuing operations | 104 | 287 |
| Net cash used in operating activities | (9,791) | (2,694) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Cash used in purchase of subsidiaries | (4,476) | 0 |
| Short term deposit | (52) | 0 |
| Deconsolidation of subsidiary | (1,112) | 0 |
| Proceeds from sales short term securities | 239 | 0 |
| Cash provided by purchase of subsidiaries | 1,138 | 0 |
| Payment on property and equipment | (180) | (15) |
| Advance to target of planned acquisition | 0 | (1,500) |
| Net cash used in investing activities | (4,443) | (1,515) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Repayment on short term bank credit | (455) | 0 |
| Repayment of note payable | (2,543) | (78) |
| Payments of penalty – late registration | (800) | |
| Proceeds from loans payable - related parties | 535 | 0 |
| Repayments of loans | (409) | 0 |
| Payment of liability to former shareholder of a subsidiary | (288) | 0 |
| Company's portion in investment of minority in subsidiary | 440 | 0 |
| Proceeds from issuance of ELOC | 8,073 | 0 |
| Proceeds from issuance of private placement, net | 10,000 | 0 |
| Net cash provided by (used in) financing activities | 15,353 | (878) |
| Effect of exchange rate changes on cash and cash equivalents – continuing operations | 0 | (4) |
| Effect of exchange rate changes on cash and cash equivalents – discontinuing operations | 0 | 107 |
| INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 1,119 | (4,984) |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD, INCLUDING DISCONTINUED OPERATIONS | 3,947 | 7,858 |
| CASH, CASH EQUIVALENTS, RESTRICTED CASH INCLUDING CASH FROM HELD FOR SELL COMPANY AT END OF PERIOD, INCLUDING DISCONTINUED OPERATIONS | 5,066 | 2,874 |
| LESS CASH FROM DISCONTINUED OPERATIONS | 0 | 1,354 |
| CASH, CASH EQUIVALENTS, RESTRICTED CASH INCLUDING CASH FROM DISCONTINUED OPERATIONS AT END OF PERIOD FROM CONTINUING OPERATIONS | 5,066 | 1,520 |
| Supplemental disclosure of cash flow information: | ||
| Cash paid for: Interest | 0 | 6 |
| Non-cash transactions: | ||
| Investment in investee | 2,354 | |
| Fair value of pre-funded warrants exercised | 0 | 3,056 |
| Fair value of the derivative liability extinguished from conversion of convertible note | 0 | 260 |
| Fair value of common stock issued in connection with settlement agreement | 0 | 158 |
| Fair value of common stock issued in connection with conversion of convertible note | 0 | 521 |
| Exercise of Warrants | 17,758 | 0 |
| Initial recognition of operating lease liability and a corresponding right-of- use asset | 31 | 0 |
| Conversion of promissory note | 2,439 | 0 |
| Conversion of note receivable into shares of Nimbus | 3,153 | $ 0 |
| Working capital (excluding cash and cash equivalents) | (16,028) | |
| Long terms assets | 7,723 | |
| Intangible assets | 5,182 | |
| Goodwill | 91,358 | |
| Intangible assets held for sale | 905 | |
| Long terms liabilities | (19,233) | |
| Other | 139 | |
| Non-controlling interest | (635) | |
| Issuance of common stock and warrants | (70,549) | |
| Net cash provided by the purchase of subsidiaries consolidated for the first time | (1,138) | |
| Subsidiaries Deconsolidation: | ||
| Working capital (excluding cash and cash equivalents) | 120 | |
| Investment in investee | (452) | |
| Tangible assets | 1 | |
| loan from the Company | 1,327 | |
| Non-controlling interest | 116 | |
| Net cash derived from deconsolidation of subsidiary | $ 1,112 | |
Unaudited Condensed Consolidated Interim Balance Sheets - USD ($) $ in Thousands |
Jun. 30, 2026 |
Dec. 31, 2025 |
||
|---|---|---|---|---|
| Current Assets | ||||
| Cash and cash equivalents | $ 4,085 | $ 2,627 | ||
| Current assets of consolidated variable interest entities | ||||
| Cash and cash equivalents | 751 | 1,270 | ||
| Other current assets | 137 | 102 | ||
| Short term deposits and restricted cash | 365 | 50 | ||
| Marketable securities | 2,175 | 250 | ||
| Inventories | 4,738 | 0 | ||
| Accounts receivable | 3,576 | 506 | ||
| Other current assets | 2,890 | 224 | ||
| Loan granted | 2,525 | 2,385 | ||
| Total Current assets | 21,242 | 13,555 | ||
| Non-Current Assets | ||||
| Operating right of use assets | 4,189 | 823 | ||
| Non-Current assets of consolidated variable interest entities | ||||
| Cash and securities held in trust account | 175,889 | 172,779 | ||
| Other non-current assets | 0 | 36 | ||
| Investment under the fair value option | 2,454 | 0 | ||
| Property and equipment, net | 575 | 101 | ||
| Goodwill | 99,047 | 7,688 | ||
| Other intangible assets | 12,196 | 7,388 | ||
| Intangible assets | 0 | 16 | ||
| Deferred taxes | 318 | 0 | ||
| Funds in respect of employee rights upon termination | 90 | 0 | ||
| Total Non-Current assets | 294,758 | 188,831 | ||
| Total Assets | 316,000 | 202,386 | ||
| Current Liabilities | ||||
| Short term loan | 4,506 | 12 | ||
| Accounts payable | 4,035 | 124 | ||
| Operating lease liability, current portion | 1,362 | 504 | ||
| Promissory note – related party | 2,061 | 0 | ||
| Due to related parties | 181 | 255 | ||
| Other current liabilities | 6,059 | 3,117 | ||
| Other current liabilities of consolidated variable interest entities | 255 | 104 | ||
| Loans payable - former related parties, current maturities | 750 | 842 | ||
| Stock purchase warrant liabilities | 124,387 | 24,521 | ||
| Deferred considerations | 9,592 | 14,067 | ||
| Total current liabilities | 153,188 | 43,546 | ||
| Non-Current liabilities | ||||
| Non-current operating lease liabilities | 2,685 | 143 | ||
| Loan payable - former related parties, net of current maturities | 3,285 | 850 | ||
| Liability in respect of employee rights upon termination | 114 | 0 | ||
| Deferred tax liability | 498 | 647 | ||
| Total Non-Current liabilities | 6,582 | 1,640 | ||
| Total Liabilities | 159,770 | 45,186 | ||
| Noncontrolling interests Subject to Possible Redemption | 175,889 | 172,779 | ||
| Stockholders' Deficit | ||||
| Preferred stock ($0.0001 par value; 15,000,000 shares authorized; 200 and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively) | [1] | 0 | 0 | |
| Common stock ($0.0001 par value; 150,000,000 shares authorized; 758,660 and 152,206 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively) | 10 | 2 | ||
| Additional paid-in capital | 207,104 | 102,737 | ||
| Accumulated other comprehensive loss | (276) | 0 | ||
| Accumulated deficit | (232,162) | (122,527) | ||
| Total Company’s stockholders’ deficit | (25,324) | (19,788) | ||
| Non-controlling interest | 5,665 | 4,209 | ||
| Total stockholders’ deficit | (19,659) | (15,579) | ||
| Total liabilities and stockholders’ deficit | 316,000 | 202,386 | ||
| Related Party | ||||
| Current assets of consolidated variable interest entities | ||||
| Note receivable - related party | 0 | 4,500 | ||
| Due from related parties | $ 0 | $ 1,641 | ||
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