VisionWave Holdings reports 9.96% stake in T3 Defense (DFNS) via Schedule 13G

Rhea-AI Filing Summary

VisionWave Holdings, Inc. reported beneficial ownership of 6,000,000 shares of T3 Defense Inc. common stock, representing approximately 9.96% of the class. The filing states VisionWave has sole power to vote and sole dispositive power over 6,000,000 shares. The filing includes CUSIP 67054R203 and is signed by Douglas Davis, CEO, on 05/21/2026.

Insights

Corporate Governance Analyst

VisionWave discloses a near-10% passive stake with full voting and dispositive control.

Schedule 13G shows beneficial ownership of 6,000,000 shares or roughly 9.96% as reported. The filing lists sole voting and dispositive power, which means VisionWave can exercise voting rights without sharing authority.

Because the holding is below 10%, the filing format aligns with passive or qualified investor reporting; future filings will show any change if the position crosses regulatory thresholds.

Securities Compliance Lawyer

The disclosure is a Schedule 13G-style beneficial ownership report consistent with passive investor rules.

The form cites issuer name, CUSIP 67054R203, and exact voting/dispositive counts. The signature dated 05/21/2026 provides the attestation required for such filings.

Regulatory consequences hinge on future activity; any increase above 10% or a change in intent would typically require an amended filing on a different schedule.

Key Figures

Beneficial ownership: 6,000,000 shares Percent of class: 9.96% Sole voting power: 6,000,000 shares +3 more

6 metrics

Beneficial ownership 6,000,000 shares Amount beneficially owned as reported on Schedule 13G

Percent of class 9.96% Approximate percentage of outstanding common stock

Sole voting power 6,000,000 shares Shares for which filer has sole power to vote

Sole dispositive power 6,000,000 shares Shares for which filer has sole power to dispose

CUSIP 67054R203 Identifier for T3 Defense Inc. common stock

Signature date 05/21/2026 Date signed by Douglas Davis, CEO

Key Terms

Schedule 13G, Beneficially owned, Sole dispositive power

3 terms

Schedule 13G regulatory

"Item 1. (a) Name of issuer: T3 Defense Inc."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Beneficially owned regulatory

"Item 4. (a) Amount beneficially owned: 6,000,000 shares of common stock."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power regulatory

"(iii) Sole power to dispose or to direct the disposition of: 6,000,000"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

T3 Defense Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67054R203

(CUSIP Number)

05/17/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 67054R203

1

Names of Reporting Persons

VisionWave Holdings, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,000,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.96 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: T3 Defense Inc.
(b)	Address of issuer's principal executive offices: 575 Fifth Avenue, 14th Floor, New York, New York 10017
Item 2.
(a)	Name of person filing: VisionWave Holdings, Inc.
(b)	Address or principal business office or, if none, residence: 300 Delaware Ave, Suite 210, #310, Wilmington, Delaware 19801
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP Number(s): 67054R203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 6,000,000 shares of common stock.
(b)	Percent of class: Approximately 9.96% of the outstanding shares of common stock of the Issuer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 6,000,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 6,000,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

VisionWave Holdings, Inc.

Signature:	/s/ Douglas Davis
Name/Title:	Douglas Davis, CEO
Date:	05/21/2026

FAQ

What stake does VisionWave Holdings report in T3 Defense (DFNS)?

VisionWave reports ownership of 6,000,000 shares, about 9.96%. The Schedule 13G lists sole voting and dispositive power over those shares and cites CUSIP 67054R203.

Does the filing say VisionWave controls voting of the shares?

Yes. The filing states VisionWave has sole power to vote and sole dispositive power over 6,000,000 shares. No shared voting or dispositive power is disclosed in the excerpt.

When was the Schedule 13G signed and by whom?

The filing is signed by Douglas Davis, CEO, with the signature date of 05/21/2026. The header shows a related date of 05/17/2026 in the provided excerpt.

Does this filing indicate activist intent by VisionWave for DFNS?

The Schedule 13G format suggests a passive reporting posture rather than explicit activist intent. The excerpt shows ownership levels and voting power but does not state any intent to change control or engage in activism.