Business Context and Reporting Period
This Form 8-K is a current report filed by Nukkleus Inc. (not T3 Defense Inc.) on July 25, 2025. The registrant is a Delaware corporation with its principal executive offices in New York, New York. The company is classified as an emerging growth company. The filing reports the entry into a material definitive agreement regarding its capital structure and shareholder rights.
Key Financial Metrics
This filing is a current report regarding a corporate agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
The primary material change reported is the execution of Amendment No. 4 to the Securities Purchase Agreement and Call Option dated December 15, 2024. Key parties involved include the Company, Star 26 Capital Inc. ("Star 26"), its shareholders, and Menachem Shalom. The amendment stipulates that all Class B common stock of Star 26 held by Menachem Shalom shall be converted to Class A common stock of Star 26. The stated objective is to eliminate the disparity between the super voting rights of the Class A common stock and the economic rights.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, financial outlook, or management commentary regarding future performance. No specific risks or contingencies are detailed in the text of this report, other than the structural changes to the agreement referenced in Item 1.01. No unusual items are reported.
Investor Verification Checklist
- Verify the full text of Amendment No. 4 (Exhibit 10.1) to understand the specific terms of the Class B to Class A conversion.
- Confirm the impact of this conversion on the voting control and economic rights of Star 26 Capital Inc. and Menachem Shalom.
- Review the original Securities Purchase Agreement and prior amendments (Nos. 1, 2, and 3) to understand the context of the super voting rights being eliminated.
- Check for any subsequent filings that may detail the financial implications of this restructuring.