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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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T3 Defense Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Elad Shohat X S.E. Security and Defense Ltd., 4 HaGavish St. Netanya, L3, 62745 972-54-218-0918 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/06/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
X S.E. Security and Defense Ltd. | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
168,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Elad Shohat | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
168,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.67 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 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 2. | Identity and Background |
| (a) | This Schedule 13D is filed on behalf of X S.E. Security and Defense Ltd. ("X Security"), and Elad Shohat (together, the "Reporting Persons") as joint filers pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act). |
| (b) | The principal place of business of the Reporting Persons is: 4 HaGavish Street, Netanya, Israel 62745. |
| (c) | The principal business of the Reporting Persons is the acquisition and enhancement of operating companies. |
| (d) | Neither of the Reporting Persons has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Neither of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which any of them became or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | X Security is a company established in the state of Israel, company number 516956596, and Elad Shohat is a citizen of the State of Israel. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common Stock referred to in this Schedule 13D were issued to the X Security in consideration for the 60 ordinary shares of Project 35 Ltd., a private company organized under the laws of the State of Israel, constituting sixty percent (60%) of its issued and outstanding share capital, a promissory note issued by the Issuer in the principal amount of $1,250,000, and the assumption by the Issuer of X Security's investment undertaking toward Project 35 Ltd. in the amount of $2,500,000. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the shares of Common Stock referred to in this Schedule 13D for investment purposes.
The Reporting Persons are currently in discussions with the Issuer regarding the acquisition of an equity interest in another asset held by the Reporting Persons. The proposed consideration for such acquisition would include additional shares of Common Stock.
The Reporting Persons may, from time to time, acquire additional shares of Common Stock in the open market, in privately negotiated transactions, or otherwise, or may dispose of all or a portion of the shares of Common Stock held by them, subject to applicable securities law restrictions, including any lock-up or registration requirements. The Reporting Persons may also engage in discussions with the Issuer's management, board of directors, or other stockholders regarding the Issuer's business, management, operations, strategy, or governance. Any such actions will depend upon a variety of factors, including the price and availability of the Common Stock, general market conditions, and other factors deemed relevant by the Reporting Persons.
Except as described herein, the Reporting Persons do not currently have any plans or proposals that would relate to or result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons may be deemed to beneficially own an aggregate of 168,479 shares of Common Stock, representing approximately 16.67% of the Issuer's issued and outstanding Common Stock. The percentage is calculated based on 1,010,495 shares of common stock issued and outstanding as of July 6, 2026, reflecting the 1:125 reverse split effectuated by the Issuer on July 20, 2026. |
| (b) | The Reporting Persons have sole voting and dispositive power with respect to 168,479 shares of Common Stock and shared voting and dispositive power with respect to 0 shares of Common Stock. |
| (c) | Except as described herein, none of the Reporting Persons has effected any transactions in shares of Common Stock during the past sixty (60) days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Stock Purchase Agreement, dated July 6, 2026, between the Issuer and X Security, pursuant to which the Reporting Persons received the shares of Common Stock of the Issuer.
Additionally, the Issuer issued to X Security a promissory note in the principal amount of $1,250,000 in connection with the Stock Purchase Agreement.
Except as described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between any of the Reporting Persons and any other person with respect to the securities of the Issuer, including any contracts, arrangements, understandings, or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit Description
A Share Purchase Agreement, dated July 6,2026, by and between T3 Defense Inc. and X Security and Defense Ltd. (incorporated by reference to Exhibit 10.51 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 9, 2026)
B Promissory Note, dated July 6, 2026, issued by T3 Defense Inc. to X Security and Defense Ltd. (incorporated by reference to Exhibit 10.51 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 9, 2026)
C Joint Filing Agreement. |
| 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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