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Form 8-K

sec.gov

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-000901

Filed: 2026-06-30

Period: 2026-06-29

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 — e7750_8-k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (e7750_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (e7750_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): June

29, 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 1.01 Entry into a Material Definitive Agreement.

On June 29, 2026, VisionWave Holdings, Inc. (the “Company”

or “VisionWave”) entered into a binding Acquisition Agreement (the “Agreement”) with Meteor Aerospace Ltd. (“Meteor”),

an Israeli aerospace and defense company pursuant to which the Company agreed to acquire fifty-one percent (51%) of the issued and outstanding

share capital of Meteor, subject to the satisfaction of specified closing conditions.

Meteor is engaged in the development, manufacturing and commercialization

of aerospace and defense technologies, including unmanned aerial systems, unmanned ground systems, unmanned surface vessels, loitering

munition systems, electronic warfare technologies, command, control, communications, cyber and battlefield management systems, and related

intellectual property.

The Agreement values Meteor at a pre-money equity valuation of $40.0 million.

Subject to the satisfaction of all closing conditions, VisionWave will

acquire 51% of the issued and outstanding equity interests of Meteor for aggregate consideration having a value of approximately $20.4

million, consisting of:

● approximately $6.0 million of unrestricted shares of

VisionWave common stock; and

● approximately $14.4 million of restricted shares of

VisionWave common stock, subject to a contractual lock-up period of six months following closing.

The number of shares to be issued will be determined based upon the volume

weighted average price (“VWAP”) of VisionWave common stock during the five trading days immediately preceding the closing

date.

The closing of the transaction is expressly conditioned upon, among other

things:

● successful completion of a live flight validation of

Meteor’s Impact-700 unmanned aerial system;

● VisionWave’s satisfactory completion of legal,

financial, operational, technical, aerospace, cybersecurity, export control, intellectual property and commercial due diligence;

● satisfaction or waiver of other customary closing

conditions.

The Agreement provides that the flight validation is intended to verify

the operational integrity, engineering functionality and basic flight capability of the Meteor Impact-700 platform and is not intended

to demonstrate maximum performance specifications, commercial readiness or full operational capabilities.

Upon closing, VisionWave will obtain a controlling interest in Meteor and

will have the right to appoint three of the five directors serving on Meteor’s Board of Directors, designate the Chairman of the

Board and approve major corporate actions. All directors are required to be Israeli citizens.

The Agreement further provides for:

● a thirty-day exclusivity period during which Meteor and its

shareholders may not solicit or negotiate alternative acquisition or financing transactions, subject to limited exceptions;

● customary confidentiality obligations;

● representations and warranties regarding ownership,

intellectual property, regulatory compliance and accuracy of information;

● binding arbitration in Israel for dispute resolution; and

● the continued involvement of Meteor founder Itzhak Nissan,

former President and Chief Executive Officer of Israel Aerospace Industries Ltd., who is expected to enter into an executive

employment and/or consulting agreement at closing and serve as Chief Technology Director of Meteor for a minimum period of three

years following closing.

The Agreement contemplates that the acquisition will include Meteor’s

existing and future products, technologies, software, intellectual property, research and development activities, engineering developments,

manufacturing capabilities and related business assets, including, among others:

● Impact-700 tactical unmanned aerial vehicle;

● Impact-1400 strategic MALE unmanned aerial vehicle;

● Rambow unmanned ground vehicle;

● Orca unmanned surface vessel;

● MERLOW loitering munition system;

● electronic warfare and SIGINT technologies;

● command, control, communications, cyber and battlefield

management systems; and

● related aerospace and defense technologies.

The Company expects to utilize the acquired technologies to expand its

autonomous systems, defense technologies and integrated security solutions portfolio.

The foregoing summary of the Agreement does not purport to be complete

and is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 to this Current Report, which is incorporated herein

by reference.

Concurrently with execution of the Agreement, the Company issued a press

release announcing the transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated

herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 30, 2026, the Company issued a press release announcing the execution

of the Acquisition Agreement described in Item 1.01 of this Current Report.

A copy of the press release is furnished as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit

99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed

incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except as expressly set forth by specific

reference in such filing.

Forward-Looking Statements

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

the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of Meteor

Aerospace Ltd., the anticipated benefits of the transaction, expected closing, future operations, technology integration and other future

events.

These statements are based upon current expectations and involve risks

and uncertainties that could cause actual results to differ materially, including, without limitation, the satisfaction of closing conditions,

completion of due diligence, successful completion of flight validation, regulatory approvals, integration risks and other factors described

in the Company’s filings with the Securities and Exchange Commission.

The Company undertakes no obligation to update any forward-looking statements

except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Acquisition Agreement dated June 29, 2026, by and among VisionWave Holdings, Inc., Meteor Aerospace Ltd. and certain shareholders of Meteor Aerospace Ltd

99.1

Press Release dated June 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.

Date: June 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: e7750_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7750_ex99-1.htm · Sequence: 3

EXHIBIT 99.1

VisionWave Signs Definitive Agreement to Acquire

Controlling Interest in Meteor Aerospace

Proposed Acquisition Would Expand VisionWave into Advanced Unmanned

Systems, Electronic Warfare, C4ISR and National Defense Architecture Solutions

West Hollywood, Calif., June 30, 2026

– VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave”

or the “Company”),

a defense technology company developing advanced artificial intelligence, autonomous systems and next-generation security technologies,

today announced that it has entered into a definitive binding agreement to acquire a 51% controlling interest in Meteor Aerospace Ltd.,

a privately held Israeli aerospace and defense company recognized for its portfolio of advanced unmanned systems, precision defense technologies

and integrated national security solutions.

Under the agreement, Meteor Aerospace is

valued at a pre-money equity valuation of $40 million. Upon satisfaction of customary closing conditions, including successful flight

validation of Meteor’s Impact-700 unmanned aerial platform and completion of legal, financial

and technical due diligence, VisionWave will acquire 51% of Meteor through the issuance of VisionWave common stock having an aggregate

value of approximately $20.4 million.

Founded by Itzhak Nissan, former President and Chief Executive Officer

of Israel Aerospace Industries (IAI), Meteor Aerospace has developed a diversified portfolio of aerospace and defense technologies, including:

· Tactical and strategic unmanned aerial vehicles (UAVs);

· Unmanned ground vehicles (UGVs);

· Unmanned surface vessels (USVs);

· Long-range precision loitering munition systems;

· Electronic warfare (EW) and SIGINT technologies;

· Command, Control, Communications, Cyber and Battlefield Management (C4ISR)

systems;

· Integrated sovereign defense and homeland security architectures.

Unlike traditional defense manufacturers focused on a single product category,

Meteor has positioned itself as an integrated defense technology company capable of delivering complete multi-domain operational solutions

spanning air, land, sea and electronic warfare environments.

Upon completion of the transaction, VisionWave

expects to obtain a controlling interest in Meteor Aerospace, appoint a majority of its Board of Directors and integrate Meteor’s

technologies into VisionWave’s rapidly expanding global

defense technology platform.

The agreement also provides for the continued

involvement of Meteor founder Itzhak Nissan, who is expected to continue leading Meteor’s technological

activities following closing as Chief Technology Director.

Douglas Davis, Executive Chairman and Chief Executive Officer of VisionWave,

stated:

“This

agreement represents and the proposed transaction will represent a significant strategic milestone in VisionWave’s

history assuming we are able to close the transaction. This proposed transaction just does not represent another defense company—we

would be adding decades of aerospace engineering excellence, advanced autonomous platforms, electronic warfare capabilities, battlefield

command-and-control technologies and a highly experienced management team with an exceptional heritage in the global defense industry.”

Mr. Davis continued:

“Combined

with VisionWave’s existing artificial intelligence, advanced

sensing and defense technology initiatives, we believe this transaction has the potential to create a diversified defense technology platform

capable of addressing rapidly growing global demand for autonomous systems, integrated battlefield solutions and sovereign security modernization.”

The proposed acquisition remains subject to customary closing conditions,

including successful completion of the agreed flight validation – which is a material event, satisfactory due diligence and other

conditions contained in the definitive acquisition agreement. There can be no assurance that the transaction will be completed on the

terms described, or at all.

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

About Meteor Aerospace Ltd.

Meteor Aerospace

Ltd. is an Israeli aerospace and defense company specializing in advanced unmanned aerial, ground and maritime systems, electronic warfare

technologies, precision strike solutions, C4ISR systems and integrated sovereign defense architecture. The company was founded by Itzhak

Nissan, former President and Chief Executive Officer of Israel Aerospace Industries. Meteor Aerospace Ltd website is: https://www.m-aerospace.com/

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 proposed acquisition by VisionWave Holdings, Inc. (“VisionWave”

or the “Company”)

of a 51% controlling interest in Meteor Aerospace Ltd. (“Meteor”);

the anticipated timing and completion of the transaction; the satisfaction of the conditions to closing, including the successful completion

of the flight validation of the Meteor Impact 700; the expected benefits, strategic rationale and synergies of the transaction; the integration

of Meteor’s products, technologies and personnel; the

Company’s future operations, growth and expansion; and

the Company’s intended use of the acquired technologies.

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 failure to successfully complete the flight validation of the Meteor Impact 700, which is a binding condition

to closing; the failure to satisfy or waive the other conditions to closing, including the satisfactory completion of the Company’s

legal, financial, operational, technical, aerospace, cybersecurity, export-control, intellectual property and commercial due diligence;

the risk that the transaction is not completed on the anticipated timeline or at all; the share-based nature of the consideration, the

determination of the number of shares issuable based on the volume weighted average price of VisionWave common stock prior to closing,

and the resulting dilution to existing stockholders; risks relating to the resale of, and the contractual lock-up applicable to, the shares

to be issued; the failure to obtain required regulatory, governmental and export-control approvals under applicable U.S. and Israeli law;

risks associated with integrating Meteor’s business, technologies

and personnel; the Company’s ability to retain key personnel,

including Meteor’s founder; risks of operating in Israel

and in the global defense and aerospace industry, including geopolitical, security, regulatory and supply-chain conditions; the results

of due diligence and the accuracy of the representations made to the Company; the Company’s

need for, and ability to obtain, additional capital; and general economic, market and industry conditions, 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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

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.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

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.

+ References

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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