T3 Defense Secures $20M War Chest to Fortify Defense Supply Chain

NEW YORK and TEL AVIV, Israel – February 25, 2026 – T3 Defense Inc. (NASDAQ: DFNS), a holding company aggressively repositioning itself within the aerospace and defense sector, announced today it has secured up to $20 million in a private placement from an existing shareholder. The capital infusion is set to accelerate the company's strategy of acquiring and scaling critical suppliers operating at constrained points within the U.S. defense industrial base.

The financing comes from Esousa Group Holdings, LLC, a New York-based family office, underscoring its continued confidence in T3 Defense’s strategic direction. The deal is structured in two $10 million tranches, with the first funded at closing. The second is committed but contingent on conditions including shareholder approval and an effective registration statement, according to the company's announcement.

“This committed $20 million investment from an existing shareholder enhances our ability to execute on our acquisition pipeline and support program-level growth across our portfolio,” said Menny Shalom, CEO of T3 Defense Inc., in a statement. “This capital enables us to acquire and scale established defense suppliers positioned at critical bottlenecks at the sub-OEM levels, thereby strengthening our portfolio while maintaining alignment with public shareholders.”

A Strategic Pivot from Fintech to Defense

The move marks a significant milestone for the company, which officially rebranded from Nukkleus Inc. and changed its ticker symbol from NUKK to DFNS on February 9, 2026. The transformation represents a decisive pivot away from its historical roots in the fintech and cryptocurrency markets toward a focused mission in the national security arena.

Under the leadership of Menny Shalom, who took the helm as CEO in September 2024, the company has shed its former identity to become a strategic acquirer and operator. Its stated goal is to build a federated holding company of mission-critical defense businesses. This rapid evolution from a speculative tech-focused entity to a defense industrial consolidator highlights a strategic bet on the pressing need to strengthen and onshore vital components of the military supply chain.

The 'Roll-Up' Strategy for a Fractured Supply Chain

The fresh capital is specifically earmarked to fuel T3 Defense's “disciplined roll-up strategy.” The company targets Tier-2 and Tier-3 suppliers—smaller, specialized firms that provide essential components and services to prime contractors like Lockheed Martin and Raytheon. These sub-OEM level businesses are often the source of production delays and capacity constraints that ripple up through major defense programs.

This strategy directly addresses vulnerabilities repeatedly identified in Department of Defense reports, which warn of significant risks within the industrial base. These “structurally constrained points” include dependencies on foreign suppliers, particularly for microelectronics and critical minerals, as well as domestic shortages in specialized manufacturing areas like castings and forgings. Geopolitical tensions and pandemic-related disruptions have further exposed the fragility of this complex ecosystem.

T3 Defense’s recent M&A activity provides a clear roadmap of its intentions. The company has been actively acquiring firms that fit its strategic criteria:

• Star 26 Capital Inc.: Acquired in January 2026, this defense-focused firm now serves as T3’s growth engine. Its key holding is a 95% stake in B. Rimon Agencies Ltd., an Israeli supplier of components for critical missile-defense programs, including Israel's Iron Dome.
• Tiltan Software Engineering Ltd.: This Israeli defense tech company, acquired in late 2025, specializes in advanced simulation, AI-driven visualization, and solutions for GPS-denied environments.
• ITS/Positech: In February 2026, T3 secured a 51% controlling stake in Industrial Techno-Logic Solutions (ITS), a manufacturer of advanced electro-mechanical systems and motion-control technologies crucial for targeting systems.
• Nimbus Drones Technologies: An Israeli developer of Unmanned Aerial Vehicles (UAVs) and counter-drone systems, adding another layer to T3's growing technology stack.

By centralizing capital and strategy while allowing these acquired companies to maintain operational autonomy, T3 aims to inject resources, improve efficiency, and scale production capacity where it is most needed.

Doubling Down on a Turnaround

The investment from Esousa Group Holdings is more than just a new funding round; it’s a powerful vote of confidence from a long-term partner. This is not Esousa’s first major commitment to the company's strategic pivot. In September 2025, the family office entered into a flexible capital agreement with then-Nukkleus, granting it access to up to $250 million over three years to jumpstart its defense acquisition strategy.

That an existing shareholder is now committing further capital suggests a strong belief in the turnaround story and the market opportunity T3 Defense is pursuing. The investment will be made through the issuance of newly created convertible preferred shares, which will convert to common stock based on a formula, along with warrants. This structure, while providing vital growth capital, will introduce potential dilution for existing common shareholders, a factor that will require shareholder approval for the deal's second tranche.

Navigating Financial Headwinds and Future Growth

While the strategic vision is ambitious, T3 Defense is navigating a challenging financial landscape. The company’s public filings reflect a history of operating losses and a significant working capital deficit as of late 2025. The stock performance of its predecessor, Nukkleus Inc., had been poor, reflecting the uncertainty of its former business model.

This $20 million injection is therefore critical, providing the runway needed to execute its M&A strategy and support the operational needs of its growing portfolio. The company projects that its current collection of acquired businesses is on track to generate between $20 million and $22 million in combined revenue for 2026, offering the first tangible glimpse of the financial potential of its roll-up model.

With this new capital, T3 Defense is now better positioned to execute its ambitious plan of acquiring and scaling these vital industrial assets, aiming to build a more resilient and capable foundation for long-cycle national security programs.