Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-000866

Filed: 2026-06-17

Period: 2026-06-12

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — e7724_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (e7724_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (e7724_ex99-2.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

12, 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 8.01. Other Events.

On June 12, 2026, Vision Wave Holdings, Inc. (the “Company”) entered

into a term sheet (the “Term Sheet”) with Lucky Whale Production Limited, a Hong Kong-incorporated project sponsor (the “Sponsor”),

setting out the principal proposed terms for the establishment of a joint venture to develop, hold and operate a proposed Tier IV data

center project located in Beth Shemesh, Israel (the “Project”).

Under the proposed structure described in the Term

Sheet, the Company and the Sponsor would form a jointly held company (the “Joint Company”), which would be owned 68% by the

Company and 32% by the Sponsor. The Joint Company would in turn hold 75% of a special purpose project company that would hold the land,

building permit and related rights for the Project, with the remaining 25% retained by the current land owner. As a result of this ownership

chain, the Company’s effective indirect interest in the Project would be approximately 51%. The precise structure, including the

manner of transfer of rights and applicable tax matters, would be determined in the definitive agreements.

As consideration for the acquisition of the Project

rights, the Term Sheet contemplates that the Company would issue shares of its common stock with an aggregate value of approximately US$40

million to the land owner, on an all-share basis with no cash component. The number of shares would be determined by reference to a volume-weighted

average price of the Company’s common stock over an agreed period near closing. Any such issuance would be subject to all required

approvals, including, to the extent required under the rules of The Nasdaq Stock Market, approval by the Company’s stockholders,

and the shares would be subject to lock-up and orderly resale arrangements and customary registration rights. The issuance of the consideration

shares, together with the Company’s other recent and pending equity issuances, would be dilutive to existing stockholders.

The Term Sheet further contemplates that the Company

would commit, in the definitive agreements, to arrange the financing required to construct and establish the Project. The Project would

require substantial additional capital, which the Company expects would be sourced through capital-markets activities and/or project-finance

facilities. There can be no assurance that such financing would be available to the Company on acceptable terms, or at all.

The Term Sheet also addresses other proposed terms

customary for a transaction of this type, including management and governance arrangements (under which the Sponsor would manage the Project

and appoint its chief executive officer, subject to reserved matters requiring the Company’s consent and a deadlock-resolution mechanism),

a put option in favor of the land owner exercisable for a limited period following completion of construction, mutual exclusivity, and

confidentiality. The completion of the proposed transaction would be subject to conditions precedent, including the completion of due

diligence, the execution of definitive agreements, the receipt of required corporate, stockholder, SEC and Nasdaq approvals, the receipt

of a fairness opinion if required, and the receipt of applicable regulatory, licensing and third-party consents.

Although the Term Sheet states that it is intended

to be binding, the proposed transaction has not been consummated and remains subject to, among other things, the completion of due diligence,

the negotiation and execution of definitive agreements, and the satisfaction or waiver of numerous conditions. The Term Sheet does not

constitute the definitive agreements for the proposed transaction, and the Company has not entered into any definitive agreement in respect

of the Project. Accordingly, there can be no assurance that the proposed transaction will be completed on the terms described below, or

at all. The Company is furnishing this disclosure on a voluntary basis and may elect to file a further Current Report on Form 8-K if and

when definitive agreements are executed.

The foregoing description is a summary only, does

not purport to be complete, and is qualified in its entirety by the terms of the Term Sheet and, when executed, the definitive agreements.

The Company is not furnishing or filing the Term Sheet or any related investor or marketing materials as exhibits to this Current Report,

and any projections, valuations or return estimates that may appear in materials prepared by the Sponsor or its affiliates have not been

independently verified by the Company, are not the Company’s projections, and should not be relied upon.

On June 16, 2026, the Company issued a press release

announcing its entry into the Term Sheet and the proposed transaction described above. A copy of the press release is attached hereto

as Exhibit 99.2 and is incorporated herein by reference.

Cautionary Note Regarding 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, and Section 21E of the Securities Exchange Act

of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Words such as “expects,”

“anticipates,” “intends,” “plans,” “believes,” “proposes,” “targets,”

and similar expressions are intended to identify forward-looking statements, including statements regarding the proposed joint venture,

its structure and ownership, the development, financing and timing of the Project, and the Company’s plans and objectives.

These forward-looking statements involve known and

unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including,

without limitation: the risk that definitive agreements are not negotiated or executed and that the proposed transaction is not completed

on the terms described or at all; the failure to satisfy conditions precedent, including required corporate, stockholder, SEC and Nasdaq

approvals; the Company’s ability to secure the substantial financing required for the Project on acceptable terms or at all; the

dilutive effect of the proposed consideration shares and the Company’s other equity issuances; permitting, regulatory and planning

risks; construction cost, schedule and execution risks; the risk that projected utilization, occupancy or pricing are not achieved; geopolitical,

security and other risks associated with the location of the Project in Israel; currency and interest-rate risks; risks relating to the

Company’s status as an early-stage company with a history of losses and significant capital needs; risks relating to applicable

Nasdaq and SEC requirements, including those governing significant issuances and changes of control; and the other risks described from

time to time in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement,

except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Term Sheet between VisionWave Holdings, Inc. and Lucky Whale Production Limited dated June 12, 2026

99.2

Press Release dated June 16, 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 16, 2026

VISIONWAVE HOLDINGS, INC.

By:

/s/

Douglas Davis

Name:

Douglas Davis

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7724_ex99-1.htm · Sequence: 2

EXHIBIT 99.1

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: e7724_ex99-2.htm · Sequence: 3

EXHIBIT

99.2

VisionWave Holdings Signs Term Sheet for a Proposed

Tier IV Data

Center Joint Venture with Lucky Whale Production Limited

NASDAQ-listed VWAV would hold an approximately 51%

effective look-through interest in a

proposed Tier IV data center project; consideration to be satisfied in shares valued at

approximately

US$40 million

WEST HOLLYWOOD, Calif., June 16, 2026, VisionWave Holdings, Inc. (NASDAQ:

VWAV) today announced that it has entered into a term sheet (the “Term Sheet”) with Lucky Whale Production Limited (“Lucky

Whale”), a Hong Kong-incorporated project sponsor active in real estate project management, to establish a jointly-held company

(the “Joint Company”) for the proposed development, ownership and operation of a Tier IV data center campus in Beth Shemesh

(Jerusalem district), Israel. The Term Sheet sets out proposed principal terms only. The proposed transaction has not been consummated

and remains subject to the completion of due diligence, the negotiation and execution of definitive agreements, and the satisfaction of

numerous conditions, including required corporate, stockholder, SEC and Nasdaq approvals. There can be no assurance that the proposed

transaction will be completed on the terms described, or at all.

The transaction would give VisionWave Holdings a 68% stake in the Joint

Company, which in turn would hold 75% of the project-level special purpose vehicle. This chain structure would give VisionWave an effective

look-through interest of 51% in the land, the building permit and the data center project. As consideration for the acquired rights, the

Company would allot to the Land Owner shares of VisionWave common stock valued at approximately US$40,000,000, priced by volume-weighted

average price (VWAP) near closing, on an all-share basis with no cash component. The number of consideration shares would be fixed near

closing, and the issuance, together with the Company’s other recent and pending equity issuances, would be dilutive to existing

stockholders. Any issuance would be subject to required approvals, including, to the extent required under Nasdaq rules, approval by the

Company’s stockholders.

VisionWave further would commit, in the definitive agreements, to arrange

the full capital required to construct and commission the data center, through capital-markets activity and/or institutional project financing,

consistent with the original development plan. The Project would require substantial additional capital, and there can be no assurance

that such financing would be available on acceptable terms, or at all.

“We are pleased to have signed a term sheet for a proposed joint

venture to develop a Tier IV data center in Israel. The proposed all-share structure would allow us to pursue a 51% effective interest

in the project without an upfront cash outlay, while we conduct due diligence and work toward definitive agreements. Completion of the

transaction remains subject to a number of conditions, and we will provide further updates as appropriate.” Said Doug Davis, Chief

Executive Officer, VisionWave Holdings, Inc.

The Proposed Project

The Project is contemplated to be an underground data center campus the

subject of an Israeli statutory planning framework. The Phase-1 build is currently contemplated to comprise approximately 15,000 square

meters across 10 data halls and to target 10.5 MW of IT load, with a 2N redundant topology targeting Tier IV certification by the Uptime

Institute. These specifications are preliminary design parameters, have not been independently verified by the Company, and are subject

to change. Key contemplated attributes include:

● Underground

hardened structure engineered to mission-critical specifications, including protection against

direct long-range threats

● Dual

2 × 16 MVA power feeds with 24-hour autonomous on-site fuel and water reserves

● Direct

liquid cooling (DLC) provision to support AI/HPC workloads

● Carrier-neutral

campus with two physically separated Meet-Me Rooms

● Location

adjacent to the Galilee Medical Center

● Statutory

excavation permits reported to be in place, and an engineering package across structural,

electrical, mechanical, MEP, security and communications

“The Data Center is an underground, hardened Tier IV-targeted

design. We are pleased to bring this project into a proposed joint venture with VisionWave and to advance it through due diligence and

definitive documentation.” Said Yuval Birman, Chief Executive Officer, Lucky Whale Production Limited

Transaction Terms and Next Steps

The Term Sheet establishes mutual exclusivity between the parties. Key

next steps, subject to the conditions described above, include:

● Completion of legal, financial, commercial, tax and technical due diligence

● Execution of Definitive Agreements (joint-company formation, shareholders’ agreement, allotment/exchange agreement and option

agreements)

● Receipt of all required corporate, NASDAQ and SEC approvals, including stockholder approval to the extent required and a fairness

opinion if required

● Financial Close and commencement of construction activities

The Company has filed a Current Report on Form 8-K with the U.S. Securities

and Exchange Commission concurrently with or about the time of the issuance of this press release. The Form 8-K should be consulted for

the Company’s description of the proposed transaction and the related risk factors.

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 Lucky Whale Production Limited

Lucky Whale Production Limited (company no. 79079335) is a Hong Kong-incorporated

project sponsor active in real estate project management. Lucky Whale has assembled a specialist team to develop the data center.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements regarding the proposed

terms and possible closing of the joint venture, the development timeline, cost and financing of the Project, and the Company’s

plans and objectives. Forward-looking statements are subject to known and unknown risks and uncertainties, including the risk that definitive

agreements are not executed and the proposed transaction is not completed on the terms described or at all; failure to satisfy closing

conditions, inability to secure financing on acceptable terms, permitting or regulatory delays, construction cost overruns, failure to

achieve projected occupancy levels or pricing, geopolitical and security risks in the region, the dilutive effect of the proposed consideration

shares and the Company’s other equity issuances; risks relating to the Company’s status as an early-stage company with a history

of losses and significant capital needs; risks relating to applicable Nasdaq and SEC requirements, including those governing significant

issuances and changes of control; and other factors described in the Company’s SEC filings. Any projections, valuations or return

estimates contained in materials prepared by the Sponsor or its affiliates are not the Company’s projections, have not been independently

verified by the Company, and should not be relied upon. The Company undertakes no obligation to update any forward-looking statements,

except as required by applicable law.

Contact: investors@vwav.inc

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