Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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T3 Defense Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
67054R203 (CUSIP Number) |
Menachem Shalom 575 Fifth Avenue, 14th Floor, New York, NY, 10017 212-791-4663 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/27/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 67054R203 |
| 1 |
Name of reporting person
Shalom Menachem | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
14,859,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This percentage is calculated based on (a) 51,270,525 shares of Common Stock issued and outstanding as of April 27, 2026 and 7,175,662 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
T3 Defense Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
575 Fifth Avenue, 14th Floor, New York,
NEW YORK
, 10017. | |
Item 1 Comment:
This Amendment No. 1 to Statement on Schedule 13D filed on January 20, 2026 with the Securities and Exchange Commission with respect to the Common Stock, par value $0.0001 per share, of T3 Defense Inc., is being filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Except as amended and supplemented herein, the Schedule 13D, including the definitions of terms not otherwise defined herein, remains in full force and effect. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The shares of Common Stock reported herein were acquired by the Reporting Person as follows: (i) On April 27, 2026, the Reporting Person exercised his right to purchase 67,009 shares of Common Stock and a 5-year warrant to purchase 2,357,303 shares of Common Stock from Esousa Group Holdings LLC pursuant to the terms of a Call Option Agreement dated January 13, 2026. (ii) On April 27, 2026, the Issuer changed the terms of the outstanding 3-month notes and 6-month issued in connection with the Amended and Restated Securities Purchase Agreement dated September 15, 2025 (the "Purchase Agreement") to provide the holders thereof with the right to convert the notes at an exercise price of $0.5124 per share. The Reporting Person converted the outstanding balance of $254,791 principal owed to him pursuant to the 3-month note received pursuant to the Purchase Agreement and the outstanding balance of $1,841,209 and accrued interest of $42,962 pursuant to the 6-month note received pursuant to the Purchase Agreement to an aggregate of 4,174,399 shares of Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person may be deemed to beneficially own an aggregate of 14,859,080 shares of Common Stock, representing approximately 25.4% of the outstanding shares of Common Stock of the Issuer. This amount consists of: (i) 7,683,418 shares of Common Stock; and (ii) 7,175,662 shares of Common Stock issuable upon exercise of warrants. The percentage calculation is based on (a) 51,270,525 shares of Common Stock outstanding as of April 27, 2026 and (b) 7,175,662 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person. | |
| (b) | The Reporting Person has sole voting and dispositive power with respect to 14,859,080 shares of Common Stock and shared voting and dispositive power with respect to 0 shares of Common Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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