SPAC backed by T3 Defense (NASDAQ: DFNS) signs LOI for payments tech deal

Rhea-AI Filing Summary

T3 Defense Inc., through its affiliated SPAC sponsor, reported that on March 31, 2026 SC II Acquisition Corp. entered into a non-binding letter of intent with a payments technology company for a potential business combination.

The LOI outlines a possible deal in which SC II Acquisition Corp. would acquire 100% of the target’s outstanding equity and equity equivalents, but it is expressly preliminary and does not obligate either party to complete a transaction. Only limited provisions such as exclusivity, confidentiality, waiver of claims against the SPAC’s trust account, and governing law are binding, and the companies highlight numerous risks and uncertainties that could prevent any definitive agreement or closing.

Insights

Equity capital markets analyst

Preliminary SPAC LOI linked to T3 Defense, with no binding deal terms yet.

SC II Acquisition Corp., whose sponsor is controlled and majority owned by a T3 Defense subsidiary, signed a non-binding letter of intent with a payments technology company. The structure contemplates acquiring 100% of the target’s equity and equity equivalents.

The LOI is described as a preliminary expression of interest, with no legal obligation for either party to complete a merger. Only clauses such as exclusivity, confidentiality, waiver of claims against the trust account, and governing law are binding, so economics, valuation, and structure remain open.

The extensive forward-looking statement language lists risks including failure to negotiate definitive agreements, inability to meet closing conditions, potential termination of the LOI, regulatory approvals, transaction costs, and public shareholder redemptions. Overall, this is an early-stage step rather than a definitive strategic shift, and its ultimate impact will depend on whether a binding agreement is reached later.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Common stock par value: $0.0001 per share Warrant exercise price: $92.00 per share LOI date: March 31, 2026 +1 more

4 metrics

Common stock par value $0.0001 per share Par value of T3 Defense Inc. common stock

Warrant exercise price $92.00 per share Each DFNSW warrant exercisable for one share of common stock

LOI date March 31, 2026 Date SC II Acquisition Corp. entered the non-binding LOI

Registrant address 575 Fifth Avenue, 14th Floor Principal executive offices in New York, New York 10017

Key Terms

non-binding letter of intent, equity equivalents, trust account, forward-looking statements, +1 more

5 terms

non-binding letter of intent financial

"entered into a non-binding letter of intent (the “LOI”) with a payments technology company"

A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.

equity equivalents financial

"acquire 100% of the outstanding equity and equity equivalents of the Target"

trust account financial

"the waiver of claims against the Company’s trust account, and governing law"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

redemptions financial

"(vii) the level of redemptions by the Company’s public stockholders;"

Redemptions are the act of returning an investment to the issuer or fund in exchange for cash, such as when investors cash out shares in a mutual fund, preferred stock, or when a bond reaches maturity and is paid back. For investors this matters because redemptions change how much cash a company or fund must pay out and can shrink a fund’s size or pressure a company’s liquidity, affecting prices and future yield like many people trying to withdraw money from a single ATM at once.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

T3 DEFENSE INC.
(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

575 Fifth Avenue, 14^th Floor

New York, New York 10017

(Address of principal executive offices)

212-791-4663

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		DFNS		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one Share of Common Stock for $92.00 per share		DFNSW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On March 31, 2026, SC II Acquisition Corp., a Cayman Islands exempted company (the “Company”), entered into a non-binding letter of intent (the “LOI”) with a payments technology company (the “Target”), which outlines the general terms and conditions of a potential business combination (the “Proposed Transaction”) pursuant to which the Company would acquire 100% of the outstanding equity and equity equivalents of the Target. The Company’s sponsor, SC Capital II Sponsor LLC, is controlled and majority owned by Nukkleus Defense Technologies Inc., a wholly-owned subsidiary of T3 Defense Inc.

The LOI is a preliminary, non-binding expression of mutual interest and does not constitute a binding commitment, obligation or agreement of the Company or the Target to consummate the Proposed Transaction or any other transaction. Except for certain limited binding provisions, including, among other things, exclusivity, confidentiality, the waiver of claims against the Company’s trust account, and governing law, neither the Company nor the Target has any legal obligation to the other party with respect to the Proposed Transaction by virtue of the LOI.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “should,” “could,” “would,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “project,” “proposed,” “continue,” “will” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the Proposed Transaction and the ability of the parties to consummate the Proposed Transaction. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that could cause actual results to differ materially include, among others: (i) the inability of the Company and the Target to negotiate and execute definitive agreements with respect to the Proposed Transaction; (ii) the inability of the Company and the Target to satisfy the conditions to the closing of the Proposed Transaction; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the LOI or the definitive agreements for the Proposed Transaction; (iv) the inability to obtain regulatory approvals; (v) the risk that the Proposed Transaction disrupts current plans and operations of the Company or the Target; (vi) costs related to the Proposed Transaction; (vii) the level of redemptions by the Company’s public stockholders; and (viii) those factors discussed in the Company’s prospectus dated November 25, 2025, and other documents filed from time to time with the U.S. Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	T3 DEFENSE INC.
Date: April 7, 2026	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

2

FAQ

What did T3 Defense Inc. disclose in this 8-K for DFNS?

T3 Defense Inc. disclosed that SC II Acquisition Corp., tied to its subsidiary, signed a non-binding letter of intent with a payments technology company for a potential business combination, outlining a possible acquisition of all the target’s equity and equity equivalents.

Who is entering the potential transaction mentioned by T3 Defense (DFNS)?

The potential transaction involves SC II Acquisition Corp., a Cayman Islands exempted company, and an unnamed payments technology company. SC II’s sponsor is controlled and majority owned by Nukkleus Defense Technologies Inc., which is a wholly owned subsidiary of T3 Defense Inc.

Is the proposed business combination for DFNS currently binding?

No, the proposed business combination is not binding. The letter of intent is explicitly described as preliminary and non-binding, with only limited provisions such as exclusivity, confidentiality, waiver of trust-account claims, and governing law treated as binding on the parties.

What transaction structure is outlined in the SC II Acquisition Corp. LOI?

The letter of intent contemplates a business combination in which SC II Acquisition Corp. would acquire 100% of the outstanding equity and equity equivalents of the payments technology target company, subject to negotiation and execution of definitive agreements and satisfaction of closing conditions.

What key risks and uncertainties does T3 Defense highlight about the proposed deal?

The disclosure highlights several risks, including failure to negotiate definitive agreements, inability to satisfy closing conditions, possible termination of the LOI or definitive documents, regulatory approval challenges, transaction-related costs, potential disruption of operations, and the level of public shareholder redemptions.

How is T3 Defense Inc. connected to SC II Acquisition Corp.?

T3 Defense Inc. is connected through Nukkleus Defense Technologies Inc., its wholly owned subsidiary. That subsidiary controls and majority owns SC Capital II Sponsor LLC, which is the sponsor of SC II Acquisition Corp., linking T3 Defense to the SPAC’s proposed transaction.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.0 KB
• EX-101 XBRL PRESENTATION FILE 24.7 KB