v3.26.1
Unaudited Condensed Consolidated Interim Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2024
Jun. 30, 2026
Jun. 30, 2025
Dec. 31, 2025
Sep. 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income (loss) for the period $ (160,788) $ (107,780) $ 105,977 $ 78,631 $ (8,519)
Net loss (income) from discontinued operations (158) (4,159) 400 2,030 (1,141)
Net income (loss) for the period from continuing operation (160,630) (111,939) 106,377 76,601 (7,378)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:          
Amortization and Depreciation 438 323 4
Stock-based compensation 6 1,907 178 18,826 230
Interest earned on marketable securities held in Trust Account   (3,110) (278)  
Employee extermination   (14)    
Deferred taxes   (162)    
Interest on loans   (151)    
Gain on sale of subsidiary   (1,744)    
Loss/ gain on marketable securities 3,705 (301)
Change in fair value – convertible note embedded derivative   (234) (588)    
Change in fair value - stock purchase warrant liabilities   102,231 (109,406)    
Changes in lease assets and lease liabilities (38) (151)
Changes in operating assets and liabilities:          
Trade receivables   (255)    
Other current assets 136 (153) (444) (264) (236)
Due from related parties   (132)    
Inventory   (916)    
Accounts payable 70 597 28 30
Due to affiliates 87 2,919
Interest payable - related parties 21 629 51 (34) 44
Accrued expenses and other current liabilities 2,861 (686) 545 760 2,935
Amortization of debt discount 414     316
Loss on extinguishment of vendor obligations 278     289
Gain on extinguishment of vendor obligations     (211)
Gain on extinguishment of affiliates liabilities due to     (192)
Impairment loss     4,344 391
Gain on deconsolidation (64)    
Loss on extinguishment of convertible notes payable     7,080
Shares and warrants issued in connection with JV agreement     2,817
Shares issued as part of settlement agreement     157
Shares issued as penalty for filing     300
Shares issued as commitment for ELOC agreement     1,250
Day one loss on stock purchase warrants issued in connection with private placement 13,533     13,435
Change in fair value - stock purchase warrant liabilities 663     (130,135)
Change in fair value of liability-classified stock purchase warrants 140,585     (588)
Change in fair value of derivative liabilities 625    
Loss on reclassification of stock purchase warrants from equity-classified to liability-classified 46    
Net cash used in operating activities – continuing operations (1,456) (9,895) (2,981) (6,147) (893)
Net cash used in operating activities – discontinuing operations 1,116 104 287 (51) (2,925)
Net cash used in operating activities (340) (9,791) (2,694) (6,198) (3,818)
CASH FLOWS FROM INVESTING ACTIVITIES:          
Cash used in purchase of subsidiaries   (4,476)    
Short term deposit   (52)    
Deconsolidation of subsidiary   (1,112)    
Proceeds from sales short term securities   239    
Cash provided by purchase of subsidiaries 1,138 449
Payment on property and equipment (180) (15) (31)
Advance to target of planned acquisition (1,000) (1,500) (3,500)
Proceeds from sale of investment 64    
Investment in short term securities     50
Loan granted     (2,351)
Investment of cash in Trust Account     (172,500)
Due to affiliates, net     (984)
Net cash used in investing activities – continuing operations (936)     (178,867)
Net cash used in investing activities – discontinuing operations     (960) 133
Net cash used in investing activities (936) (4,443) (1,515) (179,827) 133
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayment on short term bank credit   (455)    
Repayment of note payable   (2,543) (78)    
Payments of penalty – late registration   (800)    
Proceeds from issuance of loans payable - related parties 535 1,354
Repayments of loans   (409)    
Payment of liability to former shareholder of a subsidiary   (288)    
Company's portion in investment of minority in subsidiary   440    
Proceeds from issuance of ELOC   8,073    
Proceeds from issuance of private placement, net   10,000    
Business Combination, net of issuance costs     150
Proceeds from issuance of private placement and embedded derivative, net of issuance costs 9,135     9,225
Proceeds from sale of SPAC Units and Private Placement Units, net of issuance costs     172,854
Proceeds from issuance of common stock, net of issuance costs 478    
Repayments on loans payable - related parties (1,000)     (94)
Proceeds from issuance of convertible notes payable and embedded derivative, net of issuance costs 450    
Proceeds from issuance of convertible notes payable and stock purchase warrants, net of issuance costs     996
Proceeds from issuance of note payable and stock purchase warrants     78
Net cash provided by financing activities – continuing operations 9,063     181,985 2,578
Net cash provided by financing activities – discontinuing operations     422
Net cash provided by (used in) financing activities 9,063 15,353 (878) 181,985 3,000
Effect of exchange rate changes on cash and cash equivalents – continuing operations 36 (4) 95 29
Effect of exchange rate changes on cash and cash equivalents – discontinuing operations 107 34
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 7,823 1,119 (4,984) (3,911) (656)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD, INCLUDING DISCONTINUED OPERATIONS 35 3,947 7,858 7,858 691
CASH, CASH EQUIVALENTS, RESTRICTED CASH INCLUDING CASH FROM HELD FOR SELL COMPANY AT END OF PERIOD, INCLUDING DISCONTINUED OPERATIONS 7,858 5,066 2,874 3,947 35
LESS CASH FROM DISCONTINUED OPERATIONS 960 1,354 35
CASH, CASH EQUIVALENTS, RESTRICTED CASH INCLUDING CASH FROM DISCONTINUED OPERATIONS AT END OF PERIOD FROM CONTINUING OPERATIONS 6,898 5,066 1,520 3,947
Supplemental disclosure of cash flow information:          
Cash paid for: Interest 6 1
Non-cash transactions:          
Investment in investee   2,354    
Fair value of pre-funded warrants exercised 3,056 31,919
Fair value of the derivative liability extinguished from conversion of convertible note 260 260
Fair value of common stock issued in connection with settlement agreement   158    
Fair value of common stock issued in connection with conversion of convertible note 521 1,532
Exercise of Warrants   17,758    
Initial recognition of operating lease liability and a corresponding right-of- use asset 31 695
Convert outstanding balance (in Dollars)   2,439    
Conversion of note receivable into shares of Nimbus   3,153    
Issuance of common stock to settle loans payable – related parties and accrued and unpaid interest     613
Capital reduction on settlement of loans payable – related parties and accrued and unpaid interest through issuance of common stock     (343)
Issuance of common stock to settle due to affiliates     6,627
Capital reduction on settlement of due to affiliates through issuance of common stock     (3,900)
Issuance of common stock to settle accrued expenses and other current liabilities 760     1,880
Settlement of due to affiliates through issuance of loan payable – related parties     1,213
Settlement of accrued expenses and other current liabilities through issuance of Old Nukk common stock     213
Issuance of Old Nukk common stock to Brilliant vendors in exchange for receivable from Brilliant     1,802
Settlement of loans payable – related parties through exchange of notes receivable – related parties and accrued and unpaid interest     38
Settlement of loans payable – related parties through exchange of due from affiliates     12
Fair value of the stock purchase warrants issued in connection with the private placement agreement 23,239    
Issuance of common stock issued as compensation for services 1,364    
Issuance of common stock issued to settle Exit and Settlement Agreement 325    
Issuance of common stock issued as compensation to board of directors 959    
Fair value of derivative liability embedded within convertible note payable (848)    
Fair value of liability-classified warrants issued in connection with conversion of convertible notes (663)    
Settlement of convertible notes payable through issuance of common stock 771    
Fair value of stock purchase warrants reclassified from equity-classified to liability-classified (283)    
Issuance of common stock for digital assets purchased     4,360
Share issued to cover subsidiary’s liabilities     509
Offering costs included in accrued offering costs     76
Cash provided by purchase of subsidiaries consolidated for the first time:          
Working capital (excluding cash and cash equivalents)   (16,028)      
Long terms assets   7,723      
Intangible assets   5,182      
Goodwill   91,358      
Intangible assets held for sale   905      
Long terms liabilities     (887)
Other   139      
Non-controlling interest   (635)      
Issuance of common stock and warrants   (70,549)      
Deferred considerations     (14,103)
Net cash provided by the purchase of subsidiaries consolidated for the first time   (1,138)      
Subsidiaries Deconsolidation:          
Working capital (excluding cash and cash equivalents)   120      
Investment in investee   (452)      
Tangible assets   1      
loan from the Company   1,327      
Non-controlling interest   116      
Net cash derived from deconsolidation of subsidiary   1,112      
Previously Reported          
Cash provided by purchase of subsidiaries consolidated for the first time:          
Working capital (excluding cash and cash equivalents)     (858)
Long terms assets     323
Intangible assets     7,388
Goodwill     7,688
Long terms liabilities   $ (19,233)      
Net cash provided by the purchase of subsidiaries consolidated for the first time     $ (449)