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8-K2026-04-03· grok-4-1-fast-non-reasoning

DFNSW · Nukkleus Inc Warrant -04.12.28 On Nukkleus Rg

0001213900-26-039725

SEC filing

Summary

T3 Defense Inc. cancelled a $16 million indebtedness obligation to its wholly-owned subsidiary Star 26 Capital Inc. via a Cancellation Agreement dated March 31, 2026, at no cost or dilution while retaining full ownership.

Key takeaways

Full analysis

T3 Defense Inc. executed the Cancellation Agreement on March 31, 2026, eliminating a $16 million indebtedness to its wholly-owned subsidiary Star 26 Capital Inc. This obligation stemmed from an initial plan to acquire only 51% of Star 26, intended to provide standalone financial support, but became obsolete after restructuring to a full 100% acquisition under the Amended and Restated Securities Purchase Agreement dated September 15, 2025. The indebtedness was never formalized in a promissory note or executed, rendering it without ongoing business purpose. The cancellation delivers immediate balance sheet relief by removing the full principal, accrued interest, and related liabilities without incurring costs, issuing new equity, or creating alternative obligations, directly benefiting shareholders. Critically, T3 retains complete ownership of Star 26, including all assets, operations, and subsidiaries, ensuring no loss of control or value transfer. This transaction enhances T3's financial position by simplifying intercompany obligations and aligning structure with the full acquisition's commercial intent, as Star 26 now operates under T3's full financial responsibility.