Major T3 Defense (DFNS) investor lifts stake to 25.4% via notes and warrants

Rhea-AI Filing Summary

Shalom Menachem filed Amendment No. 1 to his Schedule 13D on T3 Defense Inc., reporting beneficial ownership of 14,859,080 shares of Common Stock, or about 25.4% of the company’s outstanding common shares on a partially diluted basis.

His position includes 7,683,418 shares of Common Stock and 7,175,662 shares issuable upon exercise of warrants. On April 27, 2026, he exercised a call option to purchase 67,009 shares and a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. The same day, he converted note balances totaling $2,138,962 (including accrued interest) into 4,174,399 shares at an exercise price of $0.5124 per share under amended 3‑month and 6‑month notes.

Insights

Equity ownership analyst

Large holder lifts stake in T3 Defense via option exercise and debt conversion.

Shalom Menachem now reports beneficial ownership of 14,859,080 T3 Defense shares, or about 25.4% of the common stock on a partially diluted basis. This combines existing shares with a sizable block of warrants he can exercise.

On April 27, 2026, he exercised a call option to acquire 67,009 shares plus a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. He also converted outstanding 3‑month and 6‑month notes and accrued interest totaling about $2.14M into 4,174,399 shares at $0.5124 per share.

The filing indicates sole voting and dispositive power over the reported stake. Future company filings may clarify whether his ownership level leads to governance influence, but this amendment itself mainly updates the structure and size of his position following these transactions.

Key Figures

Beneficially owned shares: 14,859,080 shares Ownership percentage: 25.4% Shares outstanding baseline: 51,270,525 shares +4 more

7 metrics

Beneficially owned shares 14,859,080 shares Aggregate Common Stock beneficially owned by reporting person

Ownership percentage 25.4% Portion of T3 Defense Common Stock on partially diluted basis

Shares outstanding baseline 51,270,525 shares Common Stock outstanding as of April 27, 2026

Warrant shares 7,175,662 shares Common shares issuable upon exercise of warrants held

Call option warrant 2,357,303 shares 5-year warrant purchased from Esousa Group Holdings LLC

Note conversion price $0.5124 per share Exercise price for converting 3‑ and 6‑month notes

Shares from note conversion 4,174,399 shares Common Stock received for converting principal and interest

Key Terms

beneficially own, warrants, Call Option Agreement, Securities Purchase Agreement, +2 more

6 terms

beneficially own financial

"The Reporting Person may be deemed to beneficially own an aggregate of 14,859,080 shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

warrants financial

"7,175,662 shares of Common Stock issuable upon exercise of warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Call Option Agreement financial

"pursuant to the terms of a Call Option Agreement dated January 13, 2026"

A call option agreement is a contract that gives one party the right, but not the obligation, to buy a specified number of shares or another asset from the other party at a pre-agreed price before a set deadline. Think of it like a refundable ticket that locks in a purchase price for a future date; it matters to investors because it offers a way to profit from or protect against price moves with less upfront cash, while the seller takes on the obligation and potential downside.

Securities Purchase Agreement financial

"in connection with the Amended and Restated Securities Purchase Agreement dated September 15, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

exercise price financial

"with the right to convert the notes at an exercise price of $0.5124 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

convert the notes financial

"to provide the holders thereof with the right to convert the notes at an exercise price"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 67054R203

1

Name of reporting person

Shalom Menachem

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

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)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 14,859,080.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 14,859,080.00
10	Shared Dispositive Power 0.00

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

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.

Shalom Menachem

Signature:	/s/ Shalom Menachem
Name/Title:	Shalom Menachem
Date:	04/28/2026

FAQ

What ownership stake does Shalom Menachem report in T3 Defense (DFNS)?

He reports beneficial ownership of about 25.4% of T3 Defense’s Common Stock, totaling 14,859,080 shares. This figure combines 7,683,418 existing shares and 7,175,662 shares issuable upon exercise of warrants he holds, based on shares outstanding as of April 27, 2026.

How many T3 Defense (DFNS) shares and warrants does Menachem directly control?

He may be deemed to beneficially own 14,859,080 T3 Defense shares, including 7,683,418 Common shares and 7,175,662 shares issuable upon warrant exercise. The filing states he has sole voting and dispositive power over this entire amount, with no shared voting or dispositive power.

What transactions on April 27, 2026 affected Menachem’s DFNS stake?

On April 27, 2026, he exercised a call option to buy 67,009 shares and a 5‑year warrant for 2,357,303 shares from Esousa Group Holdings LLC. He also converted balances under 3‑month and 6‑month notes plus accrued interest into 4,174,399 T3 Defense shares.

At what price were Menachem’s DFNS notes converted into shares?

The issuer amended the 3‑month and 6‑month notes to allow conversion at an exercise price of $0.5124 per share. Menachem converted principal and accrued interest totaling $2,138,962 into 4,174,399 shares of T3 Defense Common Stock at that price.

How many DFNS shares are used to calculate Menachem’s 25.4% ownership?

The percentage is based on 51,270,525 T3 Defense Common shares outstanding as of April 27, 2026, plus 7,175,662 additional shares issuable upon exercise of warrants held by Menachem. This combined figure underlies the 25.4% beneficial ownership reported.

What is the nature of the warrants held by Menachem in T3 Defense (DFNS)?

He holds warrants exercisable for 7,175,662 shares of Common Stock, including a 5‑year warrant to purchase 2,357,303 shares acquired from Esousa Group Holdings LLC. These warrants are included in his beneficial ownership because they are exercisable into additional T3 Defense shares.