Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-001278

Filed: 2026-09-24

Period: 2026-09-24

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e7965_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (e7965_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (e7965_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): September

24, 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

Not Applicable

(Former name

or former address, if changed since last report)

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(s)

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 $230.00

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 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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 24, 2026, VisionWave Holdings, Inc. (the “Company”)

countersigned and thereby accepted a purchase order(the “Purchase Order”), from Metal Machinery Components Trading FZCO, a

free zone company organized under the laws of the United Arab Emirates and registered in Dubai (the “Customer”), providing

for the sale by the Company to the Customer of 200 STRATUM VARAN heavy wheeled unmanned ground vehicles in the base configuration described

in the Purchase Order, at a unit price of $100,000 and an aggregate base purchase price of $20.0 million.

The base purchase price is exclusive of payloads,

weapon stations, mission systems, intelligence systems, additional sensing modalities, communications and autonomy upgrades, optional

modules, spares, taxes, duties, insurance and transport. Any such addition is excluded from the Purchase Order and would require a separate

written quotation and order, and may affect price, lead time, licensing and delivery. The Purchase Order grants the Customer no rights

to the Company’s intellectual property and no end user rights to future payloads, software modules, autonomy upgrades, mission systems

or integrations.

The Customer is a trading company and is not the end

user of the vehicles. The Customer has advised the Company that it conducts business in the United Arab Emirates and Ukraine and may act

in relation to more than one prospective end user. No end user or destination is approved unless disclosed to and approved by the Company

in writing, and approval of each proposed end user rests with the Company in its sole discretion. Other than the Purchase Order and a

confidentiality agreement between the Company and the Customer dated September 1, 2026, there is no material relationship between the

Company or its affiliates and the Customer.

The Purchase Order provides that, upon execution by

both parties, it constitutes a binding commitment by the Customer to purchase, and by the Company to sell, the 200 vehicles at the aggregate

base purchase price, subject to the conditions to the Company’s performance described below. The technical annex, end-user designation,

manufacturing arrangements, delivery point, Incoterms and warranty terms are to be documented subsequently and are described in the Purchase

Order as implementation details rather than conditions to contract formation.

The purchase price is payable as follows: an advance

payment of $2.0 million, representing 10% of the order value, due within five business days after the Company confirms in writing that

the agreed bank-guarantee mechanics are ready for issuance; and, for each of the three delivery batches, 40% of the batch value upon a

production release milestone, 40% upon official inspection and acceptance prior to shipment and 10% upon delivery at the agreed delivery

point.

The advance payment is to be secured by an advance-payment

bank guarantee issued for the account of the Company, and is credited $700,000 against Batch 1, $700,000 against Batch 2 and $600,000

against Batch 3. The form, issuing bank, expiry and draw conditions of that guarantee, and the allocation of bank charges, remain subject

to agreement between the parties and are a condition to the Company’s performance. The Company has no obligation to release or ship

any batch until all amounts then due with respect to that batch have been irrevocably received in cleared funds, and may suspend procurement,

production, testing or delivery while any undisputed amount remains overdue. As of the date of this Current Report, the Company has not

received any portion of the advance payment or any other amount under the Purchase Order.

The Company’s obligations to commence production,

incur material procurement commitments, procure or issue the advance-payment bank guarantee or make any delivery are subject to the satisfaction,

or written waiver by the Company, of each of the following conditions precedent: (i) execution of the Purchase Order by both parties;

(ii) delivery by the Customer of documentary proof of immediately available funds or committed financing sufficient to cover the full

$20.0 million order value, in form and substance satisfactory to the Company in its reasonable discretion; (iii) agreement on the form,

issuing bank, expiry and draw conditions of the advance-payment bank guarantee and receipt by the Company of the advance payment in cleared

funds; (iv) receipt of all export licenses, authorizations, end-user documentation and governmental approvals required in the United States,

the country of manufacture, the United Arab Emirates and each jurisdiction of end use; and (v) completion, to the Company’s satisfaction,

of sanctions, anti-money-laundering, anti-bribery, export-control, beneficial-ownership and end-user compliance review.

No production, procurement, guarantee-issuance or

delivery obligation of the Company arises, and no delivery milestone begins to run, before the date on which the last of those conditions

is satisfied or waived (the “Effective Date”). As of the date of this Current Report, none of the conditions precedent has

been satisfied, the Effective Date has not occurred, and the Company can give no assurance as to whether or when any condition will be

satisfied or the Effective Date will occur.

The Company may also suspend or terminate performance,

without liability, if it reasonably determines that performance may violate applicable law, sanctions or export-control policy or governmental

direction, and may refuse or withdraw approval of a proposed end user. Under the Purchase Order, a license or authorization refusal, delay,

suspension or withdrawal, and any refusal or withdrawal of end-user approval, is not a breach by the Company and does not reduce, suspend

or discharge the Customer’s purchase commitment.

Subject to satisfaction or waiver of the conditions

precedent, deliveries are contemplated in three batches — 70 vehicles within 12 months after the Effective Date, 70 vehicles in

months 13 through 24 after the Effective Date and 60 vehicles in months 25 through 36 after the Effective Date. The delivery windows run

from the Effective Date and not from the date of the Purchase Order or the date of this Current Report. Any Customer-caused delay, end-user

delay, regulatory delay, change order or force-majeure event equitably extends the delivery schedule.

The final vehicle configuration, the technical annex

and the agreed deployment schedule are to be confirmed following a demonstration of the VARAN platform, currently anticipated for October

or November 2026, and following confirmation of manufacturing arrangements and Company approval of the applicable end user. The technical

characteristics stated in the Purchase Order are configuration-dependent design objectives and become binding specifications only to the

extent incorporated into a mutually executed technical annex. The place of manufacture, local content and industrial participation are

also to be confirmed and recorded in that technical annex.

The $100,000 unit price applies solely to the base

configuration ultimately defined in the technical annex. The Purchase Order entitles the Company to an equitable adjustment to price and

schedule for changes arising from, among other things, demonstration results, end-user or competent-authority requirements, localization

or local-content requirements, qualification or regulatory changes, tariffs and extraordinary increases in the cost of batteries, electronics,

drivetrain components, raw materials or mandatory logistics. Any change to configuration, quantity, manufacturing location, local-content

requirement, end-user requirement, qualification standard, delivery point or schedule that materially affects cost, performance, regulatory

burden or lead time may be implemented only by a written change order or technical annex signed by both parties.

The Purchase Order provides that the Customer is in

default if, among other things, it fails to pay an amount when due and the failure continues for five business days after written notice,

fails to provide required proof of funds, end-user documentation or compliance information within a reasonable period specified by the

Company, or repudiates, cancels or purports to reduce the order without the Company’s written consent. Upon a default the Company

may, in addition to other rights, suspend performance, terminate all or part of the order, withhold delivery, apply amounts previously

paid against sums due and recover completed work, work in progress, committed materials, non-cancellable supplier obligations, subcontractor

cancellation charges and other direct losses.

The Purchase Order also contains representations by the Customer as to sanctions,

anti-money-laundering and anti-corruption compliance, indemnification of the Company by the Customer for specified third-party claims,

a limitation of the Company’s aggregate liability with respect to any batch to the amounts actually paid to the Company for that

batch, an exclusion of indirect, incidental, consequential, special, exemplary and punitive damages, a disclaimer of implied warranties,

a confirmation that all pre-existing and independently developed intellectual property relating to the VARAN and STRATUM platforms remains

exclusively owned by the Company and that no license is granted by implication, a prohibition on assignment by the Customer without the

Company’s consent, and customary confidentiality, force majeure, notice and entire-agreement provisions. The Purchase Order is governed

by the laws of the State of California and provides for exclusive jurisdiction in the state and federal courts located in Los Angeles

County, California.

The foregoing description of the Purchase Order does

not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Order, a copy of which is filed

as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Portions of Exhibit 10.1 have been omitted

pursuant to Item 601(b)(10)(iv) of Regulation S-K because the omitted information (i) is not material and (ii) is of the type that the

Company treats as private or confidential.

The Company has not recognized any revenue in respect

of the Purchase Order. Revenue, if any, will be recognized only as the applicable performance obligations are satisfied in accordance

with the Company’s revenue recognition policy. Because the Company’s performance obligations do not arise unless and until

the conditions precedent described above are satisfied or waived, and because the configuration, price, schedule and end users remain

subject to the technical annex, change orders, governmental authorizations and Company approvals, there can be no assurance that the Company

will receive the advance payment, that any vehicle will be manufactured or delivered, that the full $20.0 million order value will be

realized, or that the Purchase Order will result in any revenue or earnings to the Company. Investors should not regard the aggregate

order value as backlog, as a firm order or as an indication of expected revenue in any period. See “Cautionary Note Regarding Forward-Looking

Statements” below.

Item 7.01. Regulation FD Disclosure.

On September 24, 2026, the Company issued a press release announcing its

acceptance of the Purchase Order described under Item 1.01 above. 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 “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, nor shall such information be deemed 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 filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K, including the exhibits

furnished and filed herewith, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act

of 1933, as amended, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Forward-looking statements

may be identified by words such as “anticipate,” “believe,” “contemplate,” “expect,” “intend,”

“may,” “plan,” “potential,” “project,” “schedule,” “should,” “will”

and similar expressions, and include, without limitation, statements regarding the satisfaction of the conditions precedent to the Company’s

performance under the Purchase Order, the occurrence of the Effective Date, the timing and outcome of the platform demonstration and the

negotiation and execution of the technical annex, the receipt of the advance payment and the milestone payments, the manufacture and delivery

of vehicles, and any revenue, backlog, margin or other results that may be derived from the Purchase Order.

These statements are based on management’s current

expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied,

including, among others: the Customer’s ability and willingness to deliver documentary proof of immediately available funds or committed

financing for the full order value; the parties’ ability to agree the form and terms of, and to cause an acceptable bank to issue,

the advance-payment bank guarantee, and the Customer’s ability to pay each milestone when due; the Company’s ability to obtain

the export licenses, authorizations, end-user certificates and governmental approvals required in the United States, the country of manufacture,

the United Arab Emirates and each jurisdiction of end use; the results of the Company’s sanctions, anti-money-laundering, anti-bribery,

export-control, beneficial-ownership and end-user compliance review, including in respect of end users in jurisdictions affected by ongoing

armed conflict; the identification and approval of acceptable end users and the risk that end users are not approved or that approval

is withdrawn; the results of the platform demonstration and the risk that requirements identified in that demonstration materially alter

the base configuration, cost, schedule or qualification requirements; the Company’s ability to establish, finance and qualify manufacturing

capacity, including any required local manufacturing or industrial participation, and to procure long-lead components on acceptable terms;

increases in component, raw material, logistics and tariff costs; the Company’s limited operating history, limited revenue to date,

recurring losses and need for additional capital, and the dilution associated with its existing and future financing arrangements; and

the other risk factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year

ended September 30, [2025] and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities

and Exchange Commission.

Forward-looking statements speak only as of the date

on which they are made, and the Company undertakes no obligation to update or revise any forward-looking statement, 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

Purchase Order VWAV-PO-2026-0902-MMC, dated September 24, 2026 between VisionWave Holdings, Inc. and Metal Machinery Components Trading FZCO

99.1

Press Release dated September 24 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date: September 24, 2026

By: /s/ Douglas Davis

Name: Douglas Davis

Title: Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7965_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7965_ex99-1.htm · Sequence: 3

EXHIBIT 99.1

VisionWave Holdings Receives $20 Million Purchase

Order for 200 STRATUM VARAN Unmanned Ground Vehicles, Subject to Conditions

Binding purchase order represents a milestone for

VisionWave’s unmanned ground vehicle platform

WEST HOLLYWOOD, Calif., September 24, 2026

— VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave” or the “Company”), a technology company focused

on advanced defense and autonomous systems, today announced that it has countersigned and accepted a purchase order from Metal Machinery

Components Trading FZCO, a trading company registered in Dubai, United Arab Emirates (the “Customer”), for 200 STRATUM VARAN

heavy wheeled unmanned ground vehicles at an aggregate base purchase price of $20 million. The Customer is not the end user of the vehicles

and has advised the Company that it may act in relation to more than one prospective end user, each of which must be disclosed to and

approved by VisionWave. VisionWave’s obligations to commence production, incur procurement commitments or make any delivery are

subject to conditions that have not been satisfied, as described below.

If and when certain conditions are satisfied or waived,

deliveries are contemplated in three batches — 70 vehicles within 12 months, 70 vehicles in months 13 through 24 and 60 vehicles

in months 25 through 36 — in each case measured from the date on which the last condition is satisfied or waived, and not from the

date of the purchase order or of this release.

The purchase order provides for an advance payment

of $2 million, representing 10% of the order value, to be secured by an advance-payment bank guarantee, with the balance payable against

production, inspection and acceptance, and delivery milestones for each batch. The terms of the bank guarantee have not been agreed, and

VisionWave has not received the advance payment or any other amount under the purchase order.

VisionWave’s performance under the purchase

order is subject to the satisfaction, or written waiver by VisionWave, of a number of conditions, including delivery by the Customer of

documentary proof of immediately available funds or committed financing sufficient to cover the full order value; agreement on the form,

issuing bank, expiry and draw conditions of an advance-payment bank guarantee and receipt of the advance payment in cleared funds; receipt

of all export licences, authorisations, end-user documentation and governmental approvals required in the United States, the country of

manufacture, the United Arab Emirates and each jurisdiction of end use; and completion, to VisionWave’s satisfaction, of sanctions,

anti-money-laundering, anti-bribery, export-control, beneficial-ownership and end-user compliance review. No production, procurement or

delivery obligation arises, and no delivery milestone begins to run, until the last of those conditions is satisfied or waived. As of

the date of this release, none of those conditions has been satisfied, and VisionWave can give no assurance as to whether or when any

of them will be satisfied.

“An order of this size is an important commercial

validation for the STRATUM VARAN platform,” said Douglas Davis, Chief Executive Officer of VisionWave. “We are working with

the customer to satisfy the funding, security and regulatory conditions that must be met before production can begin, and we intend to

report on that progress as it develops.”

VisionWave has not recognized any revenue in respect

of the purchase order and does not include the order in backlog. Revenue, if any, will be recognized only as the applicable performance

obligations are satisfied. Investors should not regard the aggregate order value as a firm order or as an indication of expected revenue

in any period. Additional information regarding the purchase order is contained in VisionWave’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on September 24, 2026, which should be read together with this release.

About STRATUM VARAN

STRATUM VARAN is VisionWave’s heavy wheeled

unmanned ground vehicle platform, which VisionWave is developing to support a range of operational applications and to accommodate multiple

configurations and mission requirements. The platform has not completed the demonstration, qualification or acceptance testing contemplated

by the purchase order, and its final configuration and technical characteristics will be established only in the technical annex to be

agreed following that demonstration.

STRATUM VARAN — unmanned ground vehicle platform.

A modular platform being developed for a range of autonomous and remote operations.

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. Information contained on, or accessible through, the Company’s website is not incorporated by reference

into, and does not form a part of, this press release or any filing of the Company with the Securities and Exchange Commission.

Forward-Looking Statements

This press release 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. Forward-looking statements may be identified by words

such as “anticipate,” “believe,” “contemplate,” “expect,” “intend,” “may,”

“plan,” “potential,” “project,” “schedule,” “should,” “will” and

similar expressions, and include, without limitation, statements regarding the purchase order, the anticipated advance payment, the satisfaction

of conditions, production, governmental, regulatory and export approvals, end-user approvals, manufacturing, delivery schedules, the demonstration

and qualification of the STRATUM VARAN platform, the commercialization of that platform and VisionWave’s future business activities.

Forward-looking statements are based on management’s

current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed

or implied, including, among others: the Customer’s ability and willingness to deliver documentary proof of immediately available

funds or committed financing for the full order value; the parties’ ability to agree the form and terms of, and to cause an acceptable

bank to issue, the advance-payment bank guarantee, and the Customer’s ability to pay each milestone when due; VisionWave’s

ability to obtain the export licenses, authorizations, end-user certificates and governmental approvals required in the United States,

the country of manufacture, the United Arab Emirates and each jurisdiction of end use; the results of VisionWave’s sanctions, anti-money-laundering,

anti-bribery, export-control, beneficial-ownership and end-user compliance review, including in respect of prospective end users in jurisdictions

affected by ongoing armed conflict; the identification and approval of acceptable end users and the risk that end users are not approved

or that approval is withdrawn; the results of the platform demonstration and the risk that requirements identified in that demonstration

materially alter the base configuration, cost, schedule or qualification requirements; VisionWave’s ability to establish, finance

and qualify manufacturing capacity, including any required local manufacturing or industrial participation, and to procure long-lead components

on acceptable terms; increases in component, raw material, logistics and tariff costs; VisionWave’s dependence on a single customer

and on intermediaries for this order; and VisionWave’s limited operating history, limited revenue to date, recurring losses, need

for additional capital and the dilution associated with its existing and future financing arrangements.

There can be no assurance that the conditions under

the purchase order will be satisfied on any anticipated timetable or at all, that the advance payment will be received, that required

governmental, regulatory, export or end-user approvals will be obtained, that production will commence, or that all or any portion of

the purchase order will result in completed deliveries, recognized revenue or earnings.

Additional information regarding risks and uncertainties

affecting VisionWave is contained under “Risk Factors” in VisionWave’s Annual Report on Form 10-K for the fiscal year

ended September 30, 2025 and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities

and Exchange Commission, which are available at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements,

which speak only as of the date made. VisionWave undertakes no obligation to update or revise any forward-looking statement, whether as

a result of new information, future events or otherwise, except as required by applicable law.

Contact for Investors: investors@vwav.inc

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Name Exchange Act

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Name Securities Act

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-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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