UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

VISIONWAVE HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-72741		99-5002777
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite 210 # 301 Wilmington, DE.	19801
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (302) 305-4790

N/A

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VWAV	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	VWAVW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 20, 2026, 25,387,727 shares of common stock, par value $0.01 per share, were issued and outstanding.

VISIONWAVE HOLDINGS, INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

	PAGE
Part I. Financial Information	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and September 30, 2025	3
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2026 and 2025	4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended March 31, 2026 and 2025	5
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2026 and 2025	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	77
Item 4. Controls and Procedures	77
Part II. Other Information	78
Item 1. Legal Proceedings	78
Item 1A. Risk Factors	79
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	82
Item 3. Defaults Upon Senior Securities	87
Item 4. Mine Safety Disclosures	87
Item 5. Other Information	87
Item 6. Exhibits	90
Part III. Signatures	93

PART I – FINANCIAL INFORMATION

Item 1 - Financial Statements

VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2026			September 30, 2025
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	14,255,720		$	2,284,933
Prepaid expenses and other current assets		614,472			189,549
Advances to supplier		98,250			98,250
Due from related party		147,500			120,000
Total Current Assets		15,115,942			2,692,732
Investment in securities designated for sale		281			281
Equity method investment		2,773,616			—
Notes receivable		3,476,245			—
Property and equipment, net		60,121			—
Other non-current assets		360,000			—
Intangible assets, net		113,915,787			—
Total Assets	$	135,701,992		$	2,693,013

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	$	4,284,917		$	3,917,834
Customer deposit		108,006			108,006
Deferred revenue		350,000			—
Income taxes payable		1,043,932			994,704
Excise tax payable		1,002,860			943,039
Promissory notes, net of unamortized debt issuance cost		21,939,203			1,003,995
Due to related parties		2,100,316			2,434,492
Convertible notes payable, net of unamortized debt issuance cost		5,625,883			4,861,390
Stock based compensation liability		375,000			—
Deferred underwriters’ discount		225,000			225,000
Total Current Liabilities		37,055,117			14,488,460
Total Liabilities		37,055,117			14,488,460

Commitments and Contingencies (Note 18)

Stockholders’ Equity (Deficit)
Preferred stock, par value $0.01, 10,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, par value $0.01, 150,000,000 shares authorized; 20,347,137 and 14,521,094 shares issued and outstanding at March 31, 2026 and September 30, 2025, respectively.		203,470			145,211
Shares to be issued related to acquisition, par value $0.01, 7,000,000 and 0 shares at March 31, 2026 and September 30, 2025, respectively.		66,990,000			—
Additional paid-in capital		66,408,319			3,168,248
Accumulated deficit		(34,954,914	)		(15,108,906	)
Total Stockholders’ Equity (Deficit)		98,646,875			(11,795,447	)
Total Liabilities and Stockholders’ Equity (Deficit)

SEC Form 10-Q filed by VisionWave Holdings Inc.