Form 8-K
8-K — VisionWave Holdings, Inc.
Accession: 0001731122-26-000503
Filed: 2026-03-30
Period: 2026-03-30
CIK: 0002038439
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — e7500_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (e7500_ex99-1.htm)
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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): March
30, 2026
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 7.01 Regulation FD Disclosure
On March 30, 2026, VisionWave Holdings, Inc. (the “Company”)
issued a press release providing a corporate update on its strategic platform expansion across autonomous systems, radio-frequency (RF)
sensing technologies, artificial intelligence infrastructure, computational acceleration, and emerging energy and subsurface intelligence
initiatives.
The update includes, among other matters:
● Advancement
of the Company’s integrated platform architecture combining sensing, artificial intelligence,
computational acceleration, and autonomous systems;
● Activation
of an RF-based sensing layer across the Company’s platform, including developments
related to its collaboration with SaverOne;
● Progress
in strategic transactions and initiatives, including developments relating to the Company’s
previously announced proposed acquisition of a controlling interest in C.M. Composite Materials
and activities undertaken through its SolarDrone subsidiary;
● Expansion
of the Company’s international activities, including engagements with government stakeholders
in Latin America and continued initiatives across Europe, India, and the Middle East;
● Establishment
of an Israeli subsidiary and related leadership appointments; and
● Strategic
initiatives related to offshore energy opportunities and ongoing research and development
efforts evaluating RF-based subsurface sensing architectures.
The Company noted that certain initiatives described in the press release,
including potential acquisitions, technology development efforts, and energy-related opportunities, remain subject to ongoing evaluation,
regulatory processes, execution risks, and other uncertainties, and there can be no assurance that such initiatives will be successfully
completed or commercialized.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release dated March 30, 2026
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.
VISIONWAVE HOLDINGS, INC.
By:
/s/ Douglas Davis
Name:
Douglas Davis
Title:
Executive Chairman and Chief Executive Officer
Date:
March 30, 2026
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: e7500_ex99-1.htm · Sequence: 2
EXHIBIT 99.1
VisionWave Provides Corporate Update on Planned
Expansion of Multi-Domain Intelligence Platform Across
Defense, Energy, and Autonomous Systems
Update highlights platform evolution including RF
sensing activation, SaverOne
transaction, exploratory Liberia offshore initiative, Israeli subsidiary formation, and
expansion into global
defense and energy markets
WEST HOLLYWOOD, Calif. – March 30, 2026 –
VisionWave Holdings, Inc. (NASDAQ: VWAV) (“VisionWave” or the “Company”), a defense and advanced sensing technology
company, today issued a comprehensive corporate update highlighting its strategy to develop an integrated multi-domain intelligence platform
spanning autonomous systems, RF-based sensing, artificial intelligence infrastructure, and computational acceleration technologies.
Since completing its business combination and becoming
publicly traded, VisionWave has continued to pursue the expansion of its platform through strategic transactions, technology development
initiatives, and global market engagement. The Company’s recent progress reflects an evolution beyond traditional defense systems
toward a unified architecture designed to support intelligence, sensing, and operational capabilities across air, land, and subsurface
environments.
Key Milestones Since Previous Corporate Update
Category
Major
Milestones
Strategic
Transactions
Completion
of SaverOne transaction (Stage 1); preliminary alignment with largest creditor of C.M. Composite Materials; SolarDrone acquisition
of controlling interest in Junko Solar
Platform
Expansion
Activation
of RF sensing layer across core platform architecture; expansion into subsurface sensing and energy intelligence
Autonomous
Systems
Continued
advancement of UAV and UGV platforms through SolarDrone and VARAN initiatives
Defense
Technologies
Expansion
of RF sensing and counter-drone capabilities through SaverOne collaboration
Energy
& Subsurface Intelligence
Took initial
steps in efforts toward offshore exploration blocks LB-4 and LB-5 in Liberia; commenced development of RF-based subsurface sensing
framework
Global
Expansion
Preliminary
Engagement with government officials in Latin America; continued initiatives in India, Europe, and the Middle East
Corporate
Structure
Establishment
of Israeli subsidiary and appointment of leadership team
Advanced
Computing
Continued
development of QuantumSpeed™ and QSpeed™ computational architecture
Evolution into a Multi-Domain Intelligence Platform
VisionWave’s platform architecture continues
to evolve into an integrated system designed to unify sensing, computation, and autonomous execution across multiple operational domains.
The Company’s platform is intended to consist of five core layers:
Advanced Sensing and Detection
RF-based sensing technologies designed to detect,
classify, and interpret complex electromagnetic environments across defense, infrastructure, and energy applications.
Artificial Intelligence and Data Processing
AI-driven systems designed to process large-scale
sensor data and enable real-time decision support.
Computational Acceleration
The QuantumSpeed™ computational engine and QSpeed™
architecture supporting high-performance AI workloads and modeling environments.
Autonomous Systems Platforms
Integration of sensing and AI capabilities into UAV
and UGV platforms across defense and infrastructure applications.
Subsurface Intelligence (Proposed Layer)
Emerging sensing architecture focused on RF-based
subsurface analysis and infrastructure intelligence, expanding VisionWave’s capabilities into energy exploration and geological
analysis domains. This planned expanded architecture reflects the Company’s strategy of integrating multiple sensing modalities
with computational and autonomous capabilities into a unified platform. The Company emphasizes that these technologies remain at a research
and evaluation stage, with no assurance of successful development or commercialization.
Advancing RF-Based Sensing as a Core Platform Layer
VisionWave recently announced the activation of its
RF sensing layer across its platform, supported by its strategic collaboration with SaverOne. The completion of the first stage of the
SaverOne transaction represents a key milestone in advancing RF sensing capabilities from development toward integrated deployment across
multiple applications, including counter-drone defense systems, infrastructure monitoring, and emerging sensing use cases. Management
believes that, if successfully developed and deployed, RF-based sensing could potentially serve the Company’s broader platform architecture,
enabling enhanced situational awareness across diverse operational environments.
Expansion into Energy and Subsurface Intelligence
VisionWave has expanded its strategic focus into energy
and subsurface intelligence applications, following its engagement in offshore exploration opportunities in Liberia. The Company secured
an exclusive pathway toward potential participation in offshore Blocks LB-4 and LB-5, representing a potential entry point into global
energy markets. In parallel, VisionWave completed an internal research initiative evaluating RF-based subsurface sensing architectures
designed to enhance visibility in complex geological environments. The Company emphasizes that these technologies remain at a research
and evaluation stage, with no assurance of successful development or commercialization. Management views this expansion as a long-term
opportunity to apply advanced sensing and computational capabilities to new domains beyond traditional defense applications.
Strategic Transactions and Platform Integration
VisionWave continues to expand its platform through
targeted transactions and structural initiatives.
The Company completed the first stage of its strategic
transaction with SaverOne, advancing collaboration in RF sensing technologies. VisionWave also announced preliminary steps in an effort
to align with the largest creditor of C.M. Composite Materials, supporting progress toward the proposed acquisition of a controlling stake
in the defense manufacturing company. Through its subsidiary SolarDrone, the Company acquired a controlling interest in Junko Solar, expanding
its capabilities in energy-related infrastructure and deployment systems.
Global Market Expansion
VisionWave has continued to expand its international
presence through engagement with government and institutional stakeholders. The Company conducted a series of exploratory technology presentations
to senior government officials in Latin America focused on homeland security and public safety applications. These initiatives complement
ongoing expansion efforts across India, Europe, and the Middle East, where VisionWave continues to evaluate deployment opportunities for
its integrated sensing and autonomous systems platform. These demonstrations have not resulted in any binding agreements or purchase orders
to date.
Establishment of Israeli Operations
VisionWave established a dedicated Israeli subsidiary
and appointed a local leadership team to support regional operations. Management believes this development strengthens the Company’s
positioning within global defense ecosystems and enhances access to technology development and strategic partnerships.
Management Perspective
“We are continuing to execute on a strategy
focused on integrating sensing, artificial intelligence, and autonomous systems into a unified platform,” said Douglas Davis, VisionWave’s
Executive Chairman and Chief Executive Officer. “Over the past several months, we have expanded our focus beyond traditional defense
applications into broader intelligence domains, including infrastructure monitoring and subsurface analysis. The activation of our RF
sensing layer, the advancement of our SaverOne collaboration, and our entry into energy-related opportunities reflect a continued efforts
to evolve our platform architecture. We believe that if successful combining sensing, computation, and autonomy across multiple domains
positions VisionWave to better address emerging global demand for advanced intelligence and operational technologies.”
VisionWave Strategic Roadmap
Looking ahead, VisionWave intends to continue advancing
its platform across:
●
RF sensing and counter-drone defense technologies
●
Autonomous aerial and ground systems
●
Subsurface sensing and energy intelligence
●
Computational acceleration and AI infrastructure
●
Expansion into global defense and infrastructure
markets
Management believes continued integration across these
domains will support long-term platform scalability and commercial opportunities.
About VisionWave Holdings Inc.
About VisionWave Holdings Inc.
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a dual-market
autonomous systems platform company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for
defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with
civilian progress through shared core technologies deployed across air, land, and sea.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the Company’s strategic initiatives, technology development (including QuantumSpeed™
and QSpeed™), acquisitions and potential acquisitions (including the proposed acquisition of a controlling interest in C.M. Composite
Materials), partnerships, global expansion (including in India, Europe and the Middle East), anticipated milestones, market opportunities,
and long-term growth strategy. These statements are based on current expectations and assumptions and are subject to risks and uncertainties
that could cause actual results to differ materially. Forward-looking statements are generally identified by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,”
and similar expressions, or by statements that events or trends “may,” “will,” or “could” occur.
Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those expressed or implied, including but not limited to geopolitical
and security risks (including those related to operations or partners in Israel and other regions), failure to satisfy closing conditions
or execute definitive agreements for acquisitions, joint ventures or partnerships (including the proposed C.M. Composite Materials transaction
and related India JV), regulatory and export control hurdles (including in international markets such as India, Europe and the Middle
East), capital requirements and financing risks (including reliance on debt/equity financings and potential dilution), integration and
execution risks associated with acquisitions and technology development, delays or failures in achieving development milestones (including
for QuantumSpeed™ and related platforms), intellectual property risks, competition in defense and AI markets, dependence on government/defense
contracts or partnerships, market volatility and trading irregularities (including suspected manipulation), the risk that the Company
may be unable to obtain the necessary regulatory, governmental, ministerial, or third-party approvals required to participate in offshore
exploration Blocks LB-4 and LB-5 in Liberia, that such approvals may be subject to conditions, delays, or revocations outside the Company’s
control, or that the Company may be unable to negotiate and execute a definitive agreement on terms acceptable to the Company, or at all,
the risks associated with conducting business in Liberia, including political instability, changes in government policy or leadership,
nationalization or expropriation of assets, currency controls and foreign exchange risk, corruption and lack of enforcement of legal rights,
underdeveloped legal and regulatory infrastructure, and the risk that applicable laws and regulations may change in ways that are adverse
to the Company’s interests or that interfere with the Company’s ability to pursue its planned activities, the risks associated
with the Company’s Israeli subsidiary operations, including the ongoing armed conflict in and around Israel and the broader Middle
East region, the potential for escalation of hostilities, disruption to personnel, facilities, supply chains, or technology development
activities, restrictions on the movement of people or goods, the imposition of emergency regulations or government requisition of resources,
potential reputational risks arising from operations in a conflict zone, and the risk that the Company may be unable to maintain or expand
its Israeli operations if security conditions deteriorate, the risk that the Company’s subsidiary SolarDrone may be unable to successfully
integrate Junko Solar’s operations, personnel, and technology into its existing platform, that the anticipated strategic and financial
benefits of the Junko Solar acquisition may not be realized within the expected timeframe or at all, that integration costs may exceed
expectations, that key personnel of Junko Solar may depart following the acquisition, or that Junko Solar’s business may underperform
relative to the Company’s expectations at the time of acquisition and other risks and uncertainties described in the Company’s
filings with the U.S. Securities and Exchange Commission (including the most recent Quarterly Report on Form 10-Q for the quarter ended
December 31, 2025, Annual Report on Form 10-K for the year ended September 30, 2025, and subsequent Current Reports on Form 8-K).
All forward-looking statements speak only as of the
date of this press release and are expressly qualified in their entirety by the cautionary statements included in this press release and
in the Company’s SEC filings. VisionWave undertakes no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events, or otherwise, except as required by law. Investors are cautioned not to place undue reliance
on these forward-looking statements.
Contacts:
VWAV - Investor Contact: investors@vwav.inc
Website: https://www.vwav.inc
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