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Form 8-K

sec.gov

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-000987

Filed: 2026-07-30

Period: 2026-07-28

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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 28, 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, Delaware 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 (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

As previously reported, VisionWave Holdings, Inc.

(the “Company”) is a party to that certain Investment and Share Purchase Agreement, dated as of February 20, 2026, as amended

by the First Amendment thereto, dated as of February 26, 2026 (the “First Amendment” and, as so amended, the “Share

Purchase Agreement”), by and among the Company, Matania (Mati) Moskovich (the “Seller”) and, solely for purposes of

acknowledgment and certain covenants therein, C.M. Composite Materials Ltd., an Israeli corporation (“C.M. Composite”). Pursuant

to the First Amendment, (i) the Company’s obligation to consummate the purchase of the Purchased Shares and the other transactions

contemplated by the Share Purchase Agreement is expressly conditioned upon the satisfaction (or waiver by the Company in its sole and

absolute discretion) of the Belrise Condition, (ii) Section 2.3 of the Share Purchase Agreement provides that the closing of such transactions

(the “Closing”) shall take place no later than June 30, 2026, or such later date as mutually agreed by the parties (the “Outside

Closing Date”), and (iii) the Company is permitted to terminate the Share Purchase Agreement if the Belrise Condition has not been

satisfied (or waived by the Company) on or before March 31, 2026 (the “Belrise Long-Stop Date”).

On July 28, 2026, the Company entered into a side

letter (the “Side Letter”) with the Seller and C.M. Composite, pursuant to which the parties agreed to extend (i) the Belrise

Long-Stop Date from March 31, 2026 to December 31, 2026, effective retroactively as of March 31, 2026, and (ii) the Outside Closing Date

from June 30, 2026 to December 31, 2026, effective retroactively as of June 30, 2026. Accordingly, the Company is entitled to terminate

the Share Purchase Agreement, without liability, if the Belrise Condition has not been satisfied (or waived by the Company in its sole

and absolute discretion) on or before December 31, 2026, provided that the Company may not so terminate if it is then in material breach

of its obligations under the Share Purchase Agreement, and the Closing shall take place no later than December 31, 2026 (or such later

date as may be mutually agreed in writing by the parties); provided, that in no event shall the Closing occur unless and until the Belrise

Condition has been satisfied (or waived by the Company in its sole and absolute discretion).

Under the Side Letter, each party acknowledged that

no party has exercised, or shall be deemed to have exercised, any right of termination under the Share Purchase Agreement arising from

the failure of the Belrise Condition to be satisfied on or before March 31, 2026 or the failure of the Closing to occur on or before June

30, 2026, and each party irrevocably waived any right to terminate the Share Purchase Agreement, and any claim, right or remedy, in each

case solely to the extent arising from the passage of the original Belrise Long-Stop Date or the original Outside Closing Date prior to

the date of the Side Letter. The Side Letter does not waive the Belrise Condition itself, which remains a condition precedent to the Company’s

obligation to consummate the Closing. Except as expressly set forth in the Side Letter, the Share Purchase Agreement and each other agreement,

instrument and document executed in connection therewith remain unmodified and in full force and effect.

The foregoing summary of the Side Letter does not

purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter, which is filed as Exhibit 10.1

to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of

1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements

regarding the satisfaction or waiver of the Belrise Condition, the expected timing of the Closing and the consummation of the transactions

contemplated by the Share Purchase Agreement. 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. These statements are based on current expectations and assumptions and are subject to risks and uncertainties

that could cause actual results to differ materially from those expressed or implied, including, among others, the risk that the Belrise

Condition is not satisfied or waived, the risk that the Closing does not occur on the anticipated timeline or at all, and the other risks

described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form

10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this Current Report, and

the Company 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Side Letter, dated July 28, 2026, by and among VisionWave Holdings, Inc., Matania (Mati) Moskovich and C.M. Composite Materials Ltd.

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 30, 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: e7812_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

VISIONWAVE HOLDINGS, INC.

300 Delaware Avenue, Suite 210 #301

Wilmington, Delaware 19801

July 28, 2026

Matania (Mati) Moskovich

c/o CMFBM - Hareches 21, Modiin, Israel

C.M. Composite Materials Ltd.

Hareches 21, Modiin, Israel

Re: Side Letter — Extension of Belrise Long-Stop Date and Outside

Closing Date under the Investment and Share Purchase Agreement, dated as of February 20, 2026, as amended

Ladies and Gentlemen:

Reference is made to (i) that certain Investment and

Share Purchase Agreement, dated as of February 20, 2026 (as amended by the First Amendment thereto, dated as of February 26, 2026 (the

“First Amendment”), and as the same may be further amended, restated, supplemented, or otherwise modified from time to time,

the “Share Purchase Agreement”), by and among VisionWave Holdings, Inc., a public company whose shares of common stock are

listed on The Nasdaq Stock Market LLC under the symbol “VWAV” (the “Company” or “Buyer”), Matania

(Mati) Moskovich (the “Seller”), and, solely for purposes of acknowledgment and certain covenants therein, C.M. Composite

Materials Ltd., an Israeli corporation with registration number 513931980 (“C.M. Composite”); (ii) that certain Loan Agreement,

dated as of February 20, 2026, by and between the Company, as Lender, and C.M. Composite, as Borrower (the “Loan Agreement”);

and (iii) that certain Side Letter, dated as of March 11, 2026, by and among the Company, C.M. Composite, Giza Zinger Even Mezzanine,

Limited Partnership, and the Seller (the “March Side Letter”). Capitalized terms used but not otherwise defined in this letter

agreement (this “Side Letter”) have the respective meanings ascribed to them in the Share Purchase Agreement.

The parties acknowledge that, pursuant to the First

Amendment: (a) the Company’s obligation to consummate the purchase of the Purchased Shares and the other transactions contemplated

by the Share Purchase Agreement is expressly conditioned upon the satisfaction (or waiver by the Company in its sole and absolute discretion)

of the Belrise Condition; (b) Section 2.3 of the Share Purchase Agreement, as amended and restated by the First Amendment, provides that

the Closing shall take place no later than June 30, 2026 (or such later date as mutually agreed by the parties) (the “Outside Closing

Date”); and (c) the Company is permitted to terminate the Share Purchase Agreement if the Belrise Condition has not been satisfied

(or waived by the Company) on or before March 31, 2026 (the “Belrise Long-Stop Date”), subject to the terms and conditions

set forth in the First Amendment. The parties desire to extend the Belrise Long-Stop Date and the Outside Closing Date as set forth herein.

For good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1.       Extension

of the Belrise Long-Stop Date. The Belrise Long-Stop Date is hereby extended from March 31,

2026 to December 31, 2026, effective retroactively as of March 31, 2026. Accordingly, each reference in the Share Purchase Agreement (including

the First Amendment) to the “Belrise Long-Stop Date” or to “March 31, 2026” in connection therewith shall be deemed

to refer to December 31, 2026. The Company shall be entitled to terminate the Share Purchase Agreement, without liability, if the Belrise

Condition has not been satisfied (or waived by the Company in its sole and absolute discretion) on or before December 31, 2026; provided,

that the Company may not so terminate if it is then in material breach of its obligations under the Share Purchase Agreement.

2.       Extension

of the Outside Closing Date. The Outside Closing Date set forth in Section 2.3 of the Share

Purchase Agreement (as amended and restated by the First Amendment) is hereby extended from June 30, 2026 to December 31, 2026, effective

retroactively as of June 30, 2026. Accordingly, Section 2.3 of the Share Purchase Agreement shall be deemed amended to provide that the

Closing shall take place remotely no later than December 31, 2026 (or such later date as may be mutually agreed in writing by the parties);

provided, that in no event shall the Closing occur unless and until the Belrise Condition has been satisfied (or waived by the Company

in its sole and absolute discretion).

3.       No

Prior Termination; Waiver; Ratification. Each party acknowledges and agrees that (a) no party

has exercised, and no party shall be deemed to have exercised, any right of termination under the Share Purchase Agreement arising from

the failure of the Belrise Condition to be satisfied on or before March 31, 2026 or the failure of the Closing to occur on or before June

30, 2026; (b) each party hereby irrevocably waives any right to terminate the Share Purchase Agreement, and any claim, right, or remedy,

in each case solely to the extent arising from the passage of the original Belrise Long-Stop Date or the original Outside Closing Date

prior to the date hereof; and (c) the Share Purchase Agreement remains, and at all times since its execution has remained, in full force

and effect. For the avoidance of doubt, nothing in this Section 3 waives, or shall be construed to waive, the Belrise Condition itself,

which remains a condition precedent to the Company’s obligation to consummate the Closing, or any other right or remedy of any party

under the Share Purchase Agreement, the Loan Agreement, the March Side Letter, or any related agreement.

4.       Limited

Effect. Except as expressly set forth in this Side Letter, the Share Purchase Agreement,

the Loan Agreement, the March Side Letter, and each other agreement, instrument, and document executed in connection therewith remain

unmodified and in full force and effect and are hereby ratified and confirmed in all respects. This Side Letter shall not constitute a

waiver, amendment, or modification of any provision of any such agreement except as expressly set forth herein, and shall not establish

a course of dealing or a commitment or obligation of any party to agree to any future extension, amendment, waiver, or modification. In

the event of any conflict between this Side Letter and the Share Purchase Agreement with respect to the subject matter hereof, this Side

Letter shall control.

5.       Representations.

Each party represents and warrants to the other parties that (a) it (or, in the case of the Seller, he) has full power, authority, and

legal capacity to execute and deliver this Side Letter and to perform its or his obligations hereunder; (b) this Side Letter has been

duly executed and delivered by such party and constitutes the legal, valid, and binding obligation of such party, enforceable against

such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights

generally and to general principles of equity; and (c) the execution, delivery, and performance of this Side Letter do not and will not

violate, conflict with, or result in a breach of any agreement, instrument, order, judgment, or decree to which such party is a party

or by which such party is bound, including, for the avoidance of doubt, the March Side Letter and the Giza Settlement Agreement (as defined

in the March Side Letter).

6.       Miscellaneous.

This Side Letter shall be governed by, and construed in accordance with, the laws governing the Share Purchase Agreement, and the provisions

of the Share Purchase Agreement relating to governing law, jurisdiction, venue, notices, severability, assignment, amendment, and interpretation

are incorporated herein, mutatis mutandis. This Side Letter constitutes an instrument delivered under, and forms an integral part of,

the Share Purchase Agreement. This Side Letter may be executed in one or more counterparts (including by electronic transmission, DocuSign,

or other electronic signature), each of which shall be deemed an original and all of which together shall constitute one and the same

instrument. This Side Letter shall be binding upon and inure to the benefit of the parties and their respective successors and permitted

assigns.

If the foregoing correctly sets forth our understanding,

please so indicate by executing this Side Letter in the space provided below, whereupon this Side Letter shall become a binding agreement

among the parties as of the date first written above.

Very truly yours,

VISIONWAVE HOLDINGS, INC.

By: /s/ Douglas Davis

Name: Douglas Davis

Title: CEO

ACKNOWLEDGED AND AGREED as of the date first written above:

SELLER

/s/ Matania (Mati) Moskovich

Matania (Mati) Moskovich

C.M. COMPOSITE MATERIALS LTD.

By: /s/ Matania (Mati) Moskovich

Name: Matania (Mati) Moskovich

Title: Sole Director and Sole Shareholder

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