Amendment: T3 Defense Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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EXPLANATORY NOTE
This Amendment No. 1 should be read in conjunction with the Initial 8-K. Except as set forth herein, no modifications have been made to information contained in the Initial 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Initial 8-K. The pro forma financial information included as Exhibit 99.2 to this Amendment No. 1 has been presented for informational purposes only, as required by Form 8-K, and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisition had been completed on the dates set forth therein, nor is it indicative of the future results or financial position of the combined company.
Forward-Looking Statements
This Amendment No. 1 may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other related laws, which relate to future events and are subject to risks and uncertainties. The forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, may contain words and terms such as: “believe,” “could,” “estimate,” “expect,” “may,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would” and other words and terms of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected earnings, revenues, growth, liquidity, and other matters. A further description of these uncertainties and other risks can be found in the Company’s filings with the Securities and Exchange Commission. These or other uncertainties could cause the Company’s actual future results to be materially different from those expressed in any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.
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Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses or funds acquired |
The audited combined financial statements of ITS as of and for the years ended December 31, 2024 and 2023 and the related notes thereto, and the interim unaudited condensed consolidated financial statements as of September 30, 2025, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
| (b) | Pro forma financial information |
The unaudited pro forma condensed combined financial information of T3 Defense Inc. giving effect to the acquisition of 51% of ITS, which includes the unaudited pro forma condensed combined balance sheet as of September 30, 2025 and the unaudited pro forma condensed combined statement of income for the nine month period ended September 30, 2025, is filed as Exhibit 99.2 hereto and incorporated herein by reference.
(d) Exhibits
| Exhibit No. | | Document Description |
| 99.1 | Audited combined financial statements of ITS as of and for the years ended December 31, 2024 and 2023 and the related notes thereto and interim unaudited condensed consolidated financial statements as of September 30, 2025. | |
| 99.2 | Unaudited pro forma condensed combined financial information. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T3 DEFENSE INC. | ||
| Date: April 1, 2026 | By: | /s/ Menachem Shalom |
| Name: | Menachem Shalom | |
| Title: | Chief Executive Officer | |
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