Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-000905

Filed: 2026-07-02

Period: 2026-07-01

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — e7755_8-k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (e7755_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (e7755_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): July

1, 2026

VisionWave

Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-42741

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 8.01 Other Events.

On July 1, 2026, VisionWave Holdings, Inc. (the “Company”)

entered into a Distributor Agreement (the “Agreement”) with Stratonex Defence Technologies Ltd., a private company organized

under the laws of England and Wales (“Stratonex”).

Pursuant to the Agreement, the Company appointed Stratonex as its strategic

commercialization, integration and sovereign delivery partner for the United Kingdom, Europe and other mutually agreed markets. The Agreement

establishes a framework pursuant to which Stratonex will identify, develop and manage commercial opportunities for the Company’s

technologies, including engagement with government, defense and institutional customers, while supporting systems integration, sovereign

deployment and commercialization of the Company’s products within the applicable territories.

The Agreement includes an opportunity registration process pursuant to

which Stratonex may register prospective commercial opportunities with the Company. Upon written acceptance by the Company, registered

opportunities receive exclusive protection during the applicable registration period, subject to the terms and conditions of the Agreement.

The Agreement does not grant Stratonex exclusive distribution rights throughout the applicable territories and expressly reserves the

Company’s right to appoint additional distributors and market its products through other channels, except with respect to accepted

registered opportunities.

The initial term of the Agreement is two (2) years and automatically renews

for successive one-year periods unless earlier terminated in accordance with its terms. Either party may terminate the Agreement upon

sixty (60) days’ prior written notice or earlier upon specified events of default. The Agreement also contains customary provisions

relating to confidentiality, intellectual property ownership, export compliance, warranties, indemnification and limitations of liability.

The Agreement does not obligate Stratonex to purchase any minimum quantity

of products, does not establish minimum revenue commitments and does not obligate the Company to accept any purchase order submitted by

Stratonex. Product pricing will be established pursuant to quotations issued by the Company from time to time.

Ben Everitt, the founder and a 50% shareholder of Stratonex, also serves

as a member of the Company’s Advisory Board pursuant to an Advisory Board Agreement entered into in October 2025. Mr. Everitt serves

solely as an independent advisor to the Company’s Board of Directors and is not a director, executive officer or employee of the

Company. Mr. Everitt is a former Member of the Parliament of the United Kingdom and has more than twenty years of experience in government,

national security, defense policy and strategic advisory roles, including service on the United Kingdom Parliament’s National Security

Bill Committee and participation in the Armed Forces Parliamentary Scheme.

The Company’s Board of Directors reviewed and approved the Agreement

after considering the existing advisory relationship between the Company and Mr. Everitt. Mr. Everitt is not a member of the Company’s

Board of Directors and did not participate in the Company’s review, negotiation or approval of the Agreement.

The foregoing description of the Agreement is qualified in its entirety

by reference to the Distributor Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by

reference.

Item 7.01 Regulation FD Disclosure.

On July 2, 2026, the Company issued a press release announcing the execution

of the Distributor Agreement with Stratonex Defence Technologies Ltd.

The press release describes the strategic relationship between the parties

and outlines the anticipated role of Stratonex in supporting the commercialization, integration and sovereign deployment of the Company’s

technologies throughout the United Kingdom, Europe and other mutually agreed markets.

A copy of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K.

The information contained in this Item 7.01, including Exhibit 99.1, is

being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as

amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly

set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K, including the press release furnished

as Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking

statements include, without limitation, statements regarding the anticipated benefits of the Distributor Agreement; the Company’s

ability to expand its commercial presence in the United Kingdom, Europe and other international markets; the commercialization, integration

and deployment of the Company’s technologies; the development of future business opportunities; customer engagements; strategic

collaborations; government and defense opportunities; and potential future revenues, contracts or purchase orders.

These forward-looking statements are based on the Company’s current

expectations, estimates and assumptions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s

control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such

risks and uncertainties include, without limitation, the Company’s ability to commercialize its technologies, obtain customer orders,

secure government or commercial contracts, maintain strategic relationships, satisfy regulatory and export control requirements, successfully

integrate its technologies into customer applications, obtain necessary financing, and the other risks and uncertainties described in

the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on

Form 10-Q and other reports filed from time to time with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking

statements, which speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update or revise

any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Distributor Agreement, dated July 1, 2026, by and between VisionWave Holdings, Inc. and Stratonex Defence Technologies Ltd.

99.1

Press Release dated July 2, 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.

Date: July 2, 2026

VISIONWAVE HOLDINGS, INC.

By:

/s/ Douglas Davis

Name:

Douglas Davis

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7755_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7755_ex99-1.htm · Sequence: 3

EXHIBIT 99.1

VisionWave Appoints Former UK Member of Parliament

Ben Everitt’s Stratonex Defence Technologies as Strategic UK and European Commercialization Partner

WEST HOLLYWOOD, Calif., July 2, 2026 (GLOBE NEWSWIRE)

- VisionWave Holdings, Inc. (NASDAQ: VWAV) (“VisionWave” or the “Company”), a defense technology company developing

advanced AI-powered defense, security and autonomous systems, today announced that it has entered into a strategic Distributor Agreement

with Stratonex Defence Technologies Ltd., a United Kingdom-based defense technology company co-founded by former Member of Parliament

Ben Everitt.

Under the agreement, Stratonex will serve as VisionWave’s

strategic commercialization, integration and sovereign delivery partner for the United Kingdom, Europe and other mutually agreed markets.

The collaboration is designed to expand VisionWave’s commercial reach into defense, homeland security and government sectors by

leveraging Stratonex’s experience, strategic relationships and understanding of the UK and European defense markets.

The agreement establishes a framework for identifying,

developing and supporting commercial opportunities involving VisionWave’s growing portfolio of defense technologies, including autonomous

systems, AI-enabled platforms, advanced sensing technologies, tactical communications, counter-drone solutions and related mission systems.

Under the agreement, registered opportunities accepted by VisionWave will receive opportunity protection in accordance with the terms

of the agreement.

Douglas Davis, Chief Executive Officer of VisionWave,

commented:

“The United Kingdom and Europe continue to make

significant investments in defense modernization, autonomous technologies and next-generation battlefield capabilities. Establishing Stratonex

as our strategic commercialization and sovereign delivery partner represents another important milestone in VisionWave’s international

growth strategy.

Ben Everitt brings an exceptional combination of government,

defense policy and strategic leadership experience, together with deep experience across the UK and European defense sectors. We believe

Stratonex is well positioned to help introduce VisionWave’s expanding portfolio of technologies to government, defense and industrial

customers throughout the region.”

Ben Everitt, Co-Founder of Stratonex Defence Technologies,

commented:

“VisionWave has assembled an impressive portfolio

of technologies addressing many of today’s most significant defense and homeland security challenges. We look forward to working

with governments, defense organizations and industry partners throughout the United Kingdom and Europe to support the responsible deployment

of these technologies while meeting sovereign capability and integration requirements.”

Mr. Everitt served as a Member of the Parliament of

the United Kingdom from 2019 through 2024. He brings experience spanning government, public policy, international business and technology

commercialization. Mr. Everitt also serves as a member of VisionWave’s Advisory Board; he is an independent advisor and is not a

director, officer or employee of VisionWave.

The Distributor Agreement establishes a long-term

commercial framework under which Stratonex will support business development, customer engagement, opportunity management, sovereign integration

and commercialization of VisionWave technologies within the agreed territories. The agreement does not require minimum purchase commitments

and future sales will be subject to individual customer contracts and purchase orders. There can be no assurance that the Distributor

Agreement will result in any particular level of orders, revenue or commercial success. Additional information regarding the Distributor

Agreement is set forth in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.

About Stratonex Defence Technologies Ltd.

Stratonex Defence Technologies Ltd. is a United Kingdom-based

defense technology company focused on defense commercialization, sovereign capability development, technology integration and strategic

engagement with government and defense organizations throughout the United Kingdom and Europe. The Company’s website is: https://stratonex.ai/

About VisionWave Holdings Inc.

VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense

and advanced sensing technology 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 fixed-site environments. The Company’s website

is https://www.vwav.inc

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, without limitation, statements regarding the anticipated benefits of the Distributor Agreement; VisionWave’s

ability to expand its commercial presence in the United Kingdom, Europe and other international markets; the commercialization, integration

and deployment of its technologies; the development of future business opportunities; customer engagements; strategic collaborations;

government and defense opportunities; and potential future revenues, contracts or purchase orders. 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,

the Company’s ability to commercialize its technologies, obtain customer orders, secure government or commercial contracts, maintain

strategic relationships, satisfy regulatory and export control requirements, successfully integrate its technologies into customer applications,

obtain necessary financing, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission.

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.

Contact: investors@vwav.inc

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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