T3 Defense Inc美股招股说明书(2026-02-13版)

16,787,988 Sharesof Common Stock This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus, including theirtransferees, pledgees or donees or their respective successors (collectively, the “Selling Stockholders”), of up to 16,787,988 shares (the“Shares”) of the common stock, par value $0.0001 per share (the “Common Stock”), of T3 Defense Inc. (formerly known as NukkleusInc.), a Delaware corporation (the “Company” or “T3 Defense”), which consists of (i) 4,770,340 Shares (the “Common Shares”) and(ii) up to 12,017,648 Shares (the “Warrant Shares”) issuable upon the exercise of a warrant (the “Warrant”). The Common Shares andthe Warrant were received by Star 26 Capital, Inc., a Nevada corporation (“Star 26”) as consideration in connection with theCompany’s acquisition (the “Acquisition”) of 100% of the issued and outstanding capital stock of Star 26 pursuant to the terms of thatcertain Amendedand Restated Securities Purchase Agreement and Call Option,dated September 15,2025(the“PurchaseAgreement”), by and among the Company, Star 26, the shareholders of Star 26, and Menachem Shalom, as representative of theshareholders of Star 26. The Acquisition was completed on January 12, 2026 (the “Closing Date”). The Common Shares and theWarrant were subsequently assigned by Star 26 to the Selling Stockholders pro ratably based on their equity ownership in Star 26. TheWarrant is exercisable at any time and from time to time until January 12, 2031 at an exercise price of $1.50 per share, subject toadjustment, and is subject to a blocker provision (the “Blocker”), which restricts the exercise of a Warrant if, as a result of suchexercise, the holder or any of its affiliates would beneficially own in excess of 9.99% of the number of shares of Common Stockoutstanding after giving effect to the issuance of Warrant Shares issuable upon exercise of the Warrant calculated in accordance withSection 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For a description of the Acquisition, pleasesee “Prospectus Summary – Company Overview.” The Shares being registered for resale represent a considerable percentage of our public float, and the sales of such Shares, orthe perception that these sales could occur, could cause the market price of the Common Stock to decline significantly. In addition, weare not selling any shares of Common Stock under this prospectus and will not receive any of the proceeds from the sale of Shares bythe Selling Stockholders. We are paying the cost of registering the Shares as well as various related expenses. The Selling Stockholdersare responsible for all selling commissions, transfer taxes and other costs related to the offer and sale of their Shares. We will,however, receive the net proceeds of the exercise of the Warrant for cash. The Selling Stockholders may sell the Shares at fixed prices, at market prices prevailing at the time of sale, at prices related toprevailing market prices or at negotiated prices. The Selling Stockholders may sell the Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders,the purchasers of the Shares, or both. Our Common Stock is presently listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “DFNS.” The closingprice for our Common Stock on February 12, 2026, as reported by Nasdaq, was $1.99 per share. We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 and, as such,have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertaintiesdescribed under the heading“Risk Factors”beginning on page 10 of this prospectus before making a decision to purchase oursecurities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACYOF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is February 13, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSiiiINDUSTRY, MARKET AND OTHER DATAiiiPROSPECTUS SUMMARY1RISK FACTORS10USE OF PROCEEDS26DIVIDEND POLICY26SELECTED HISTORICAL FINANCIAL CONSOLIDATED FINANCIAL DATA27MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS37BUSINESS57MANAGEMENT71EXECUTIVE COMPENSATION75SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT77SELLING STOCKHOLDERS78PLAN OF DISTRIBUTION79DESCRIPTION OF SECURITIES80CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS83CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS84LEGAL MATTERS90EXPERTS90WHERE YOU CAN FIND MORE INFORMATION90INCORPORATION OF CERTAI