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    VisionWave Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    9/5/25 5:01:15 PM ET
    $VWAV
    Computer Software: Prepackaged Software
    Technology
    Get the next $VWAV alert in real time by email
    false 0002038439 0002038439 2025-09-02 2025-09-02 0002038439 VWAV:CommonStockParValue0.01PerShareMember 2025-09-02 2025-09-02 0002038439 VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2025-09-02 2025-09-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    Form 8-K

     

    Current Report
    Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): September 2, 2025

     

    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

     

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

     

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

     

    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

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

     

    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 1.01 Entry into a Material Definitive Agreement.

     

    On September 2, 2025, VisionWave Holdings, Inc. (the “Company”) entered into a Memorandum of Understanding (the “MoU”) with VEDA Aeronautics Private Limited (“VEDA”), a company incorporated under the Companies Act, 2013, of India.

     

    Pursuant to the MoU, the Company and VEDA intend to collaborate on several Indian Ministry of Defense (“MoD”) procurement programs (the “Programs”), including but not limited to: (a) Drone Kill System (Make-2) – interceptor drone development; (b) ALTV (New Generation Light Tank) – 357 tanks, with Company subsystems proposed as onboard modules; (c) FRCV (Main Battle Tank Program) – 1,770 main battle tanks; and (d) T72/T90 Retrofit Program for tanks. Under the MoU, VEDA has invited the Company to supply and develop core subsystems, including counter-UAS systems, tactical drones, radar technologies, advance protection systems (APS) systems, sensor fusion technologies, and unmanned platforms for defense and homeland security applications. The parties intend to collaborate in technical proposals, demonstrations, and joint pursuit of contracts for these Programs.

     

    The MoU includes certain binding provisions, including: (i) exclusivity, whereby VEDA agrees to work exclusively with the Company for the specified systems or technology domains in the Programs for an initial period of up to 36 months from the date of the first demonstration or submission of technical material (whichever is earlier), subject to 12-month extensions if the parties are actively pursuing a final contract award, provided the Company participates in good faith and meets material requirements; (ii) intellectual property and use restrictions, requiring the treatment of exchanged non-public information as confidential, with obligations surviving for five years (or indefinitely for trade secrets); (iii) confidentiality obligations regarding negotiations, discussions, and the MoU itself, surviving for three years post-term; (iv) non-circumvention, prohibiting either party from bypassing the other to engage with introduced contacts related to the Programs; (v) term and termination, with the MoU effective for 18 months and terminable for material breach (uncured within 30 days) or insolvency; and (vi) governing law under the laws of the Courts of London (UK), with disputes resolved by binding arbitration in London.

     

    Commercial terms, including licensing, manufacturing, pricing, and other definitive business arrangements, will only be finalized in a separate binding agreement following contract awards under the Programs. There can be no assurance that the Company will successfully bid on or be awarded any contracts under the Programs or that the collaboration will result in any revenue or other benefits to the Company.

     

    The foregoing description of the MoU does not purport to be complete and is qualified in its entirety by reference to the MoU, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

     

    Item 9.01 Financial Statements and Exhibits.

     

    Exhibit No.   Description
         
    10.1   Memorandum of Understanding, dated September 2, 2025, by and between VisionWave Holdings, Inc. and VEDA Aeronautics Private Limited.
         
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

     

     

    SIGNATURES

     

    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.

     

    Dated: September 5, 2025  
       
    VisionWave Holdings, Inc.  
       
    By: /s/ Noam Kenig  
    Name:  Noam Kenig  
    Title: Chief Executive Officer  

     

     

     

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