Esousa Group Holdings and Michael Wachs report 9.9% stake in T3 Defense (NUKK)

Rhea-AI Filing Summary

T3 Defense Inc. reporting persons Esousa Group Holdings LLC and Michael Wachs disclose beneficial ownership of 5,156,980 shares, representing 9.9% of common stock. The holdings consist of 2,125,150 shares issuable on conversion of 190 shares of Series A Convertible Preferred Stock and 3,031,830 shares issuable upon exercise of 190 common stock purchase warrants.

The filing states the Series A Preferred Stock and Common Warrants were purchased on September 9, 2025 and that a "Beneficial Ownership Maximum" prevents conversion or exercise to the extent such action would cause ownership to exceed 9.9%. The percent of class is calculated using 29,168,154 shares outstanding as of January 26, 2026, per the issuer's prospectus.

Insights

Equity Ownership Analyst

Reported stake equals a regulatory 9.9% cap tied to convertible securities and warrants.

The filing documents beneficial ownership of 5,156,980 shares comprised of convertible preferred and warrants, with exact counts: 2,125,150 conversion shares and 3,031,830 warrant shares. The instruments were acquired on September 9, 2025.

The statement preserves the verbatim qualifier "Beneficial Ownership Maximum" that restricts conversion or exercise above 9.9%. Subsequent conversion/exercise activity therefore depends on the mechanical application of that cap and on future outstanding share counts disclosed in company filings.

Securities Compliance Specialist

Filing clarifies voting and dispositive power and basis for the reported percentage.

The report attributes sole voting and sole dispositive power over all 5,156,980 shares to the reporting persons. The percentage basis cites 29,168,154 shares outstanding as of January 26, 2026, per the prospectus.

Compliance implications are straightforward: conversion/exercise is contractually limited by the "Beneficial Ownership Maximum" and any changes to outstanding shares in future filings will affect the numeric percent and conversion availability.

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Accepted by SEC EDGAR 02/17/2026 - 09:20 PM Learn about SEC filing dates

FAQ

What stake does Esousa Group Holdings report in T3 Defense (NUKK)?

They report beneficial ownership of 5,156,980 shares, representing 9.9% of common stock. This position consists of 2,125,150 conversion shares and 3,031,830 warrant shares acquired on September 9, 2025.

How was the 9.9% ownership percentage calculated for NUKK?

The percentage uses 29,168,154 shares outstanding as of January 26, 2026. The filing cites the issuer's prospectus filed on February 13, 2026 as the source for that share count.

Can Esousa convert all Series A preferred or exercise all warrants now?

No. A contractual "Beneficial Ownership Maximum" prevents conversion or exercise to the extent it would cause ownership to exceed 9.9%. The filing ties conversion/exercise availability to that cap.

What instruments create the reported NUKK position?

The position comprises 190 shares of Series A Convertible Preferred Stock (convertible into 2,125,150 shares) and 190 common stock purchase warrants (exercisable into 3,031,830 shares).

Who holds voting and dispositive power over the reported shares?

The filing states the reporting persons have sole voting power and sole dispositive power over all 5,156,980 shares. Both Esousa Group Holdings LLC and Michael Wachs are named reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

T3 Defense Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67054R104

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 67054R104

1

Names of Reporting Persons

Esousa Group Holdings LLC

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

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,156,980.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,156,980.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,156,980.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 67054R104

1

Names of Reporting Persons

Michael Wachs

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,156,980.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,156,980.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,156,980.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

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, NY 10017
Item 2.
(a)	Name of person filing: Esousa Group Holdings LLC and Michael Wachs.
(b)	Address or principal business office or, if none, residence: 211 East 43rd Street, Suite 402 New York, NY 10017
(c)	Citizenship: Esousa Group Holdings LLC is a New York limited liability company and Mr. Wachs is a U.S. citizen.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 67054R104
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: 5,156,980. This amount consists of (i) 2,125,150 shares of common stock issuable upon conversion of 190 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") based on a conversion price of $4.47 per share, and (ii) 3,031,830 shares of common stock issuable upon exercise of 190 common stock purchase warrants ("Common Warrants") based on an initial exercise price of $5.405 per share. The Series A Preferred Stock and Common Warrants were sold by the issuer to the Reporting Person on September 9, 2025. Pursuant to the terms of the Series A Preferred Stock and Common Warrants, the Issuer cannot issue shares of common stock to the Reporting Person, and the Reporting Person cannot convert its Series A Preferred Stock or exercise its Common Warrants, to the extent that the Reporting Person would beneficially own, after any such issuance, conversion or exercise, more than 9.9% of the then issued and outstanding shares of the issuer's common stock (the "Beneficial Ownership Maximum").
(b)	Percent of class: 9.9%. This percentage is based on 29,168,154 shares of the Issuer's common stock outstanding as of January 26, 2026, as reported in the Issuer's prospectus filed with the Securities and Exchange Commission on February 13, 2026, and gives effect to the Beneficial Ownership Maximum. Consequently, due to the Beneficial Ownership Maximum, as of the date of the event which requires filing of this statement, the Reporting Person could not convert all of its Series A Preferred Stock and could not exercise all of its Common Warrants.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,156,980. See item 4(a).
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5,156,980. See item 4(a).
	(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.

Esousa Group Holdings LLC

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs/Managing Member
Date:	02/17/2026

Michael Wachs

Signature:	/s/ Michael Wachs
Name/Title:	Michael Wachs
Date:	02/17/2026

Exhibit Information

Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G https://www.sec.gov/Archives/edgar/data/1787518/000110465925067957/tm2520939d2_ex99-a.htm