Termination of a Material Definitive Agreement. Background As previously reported in the Current Report on Form 8-K filed by VisionWave Holdings, Inc. (the “ Company ”) with the Securities and Exchange Commission (the “ SEC ”) on October 6, 2026 (the “ Prior 8-K ”), on September 30, 2026, the Company entered into a Joint Venture and Operating Agreement (the “ JV Agreement ”) with Sadot Group Inc., a Nevada corporation (“ Sadot ”), and CMJV LLC, a Nevada limited liability company formed by the…

Unregistered Sales of Equity Securities. The information set forth in

COO — Eric T. Shuss: The filing discloses an amendment to an employment agreement regarding a salary increase, which is a compensatory arrangement rather than a change in management status or departure.

Entry into a Material Definitive Agreement. Background. As previously disclosed, VisionWave Holdings, Inc. (the “Company”) is party to an Investment and Share Purchase Agreement dated as of February 20, 2026, as amended by the First Amendment dated February 26, 2026 and supplemented by side letters dated March 11, 2026 and July 28, 2026 (as so amended and supplemented, the “Share Purchase Agreement”), among the Company, Matania (Mati) Moskovich (the “Seller”) and C.M. Composite Materials Ltd.…

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…

Entry into a Material Definitive Agreement. On September 18, 2026, VisionWave Holdings, Inc. (the “Company”), entered into an At The Market Issuance Sales Agreement (the “ATM Agreement”) with Aegis Capital Corp., as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000 (the “Shares”). The offer and s…

Material Modification to Rights of Security Holders. The information set forth in

Unregistered Sales of Equity Securities. The information set forth in

In reaching its determination, LPRA stated that its Board recognized, among other matters, the Company’s public-market standing, compliance profile and reported financial resources. The LPRA Letter further stated that certain matters remain outstanding, including the formalization of the Company’s proposed technical arrangements, verification of financial capacity, and environmental, social and governance readiness. LPRA stated that it has determined that these matters will be addressed and r…

Entry into a Material Definitive Agreement. Background As previously reported in the Current Report on Form 8-K filed by VisionWave Holdings, Inc. (the “ Company ”) with the Securities and Exchange Commission (the “ SEC ”) on July 21, 2026 (the “ July 8-K ”), on July 20, 2026, the Company entered into a Securities Purchase Agreement (the “ SPA ”) with YA II PN, Ltd. (the “ Investor ”) providing for the issuance and sale of convertible debentures in an aggregate principal amount of up to $15,0…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

The Presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Investors are strongly encouraged to review the full cautionary language regarding forward-looking statements set forth on pages 1–2 of the Pr…

Entry into a Material Definitive Agreement. On August 17, 2026, VisionWave Holdings, Inc. (the “Company” or “VisionWave”) entered into a Strategic Cooperation Agreement (the “Cooperation Agreement”) with Foresight Automotive Ltd. (“Foresight”), an Israeli company and a wholly owned subsidiary of Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX), pursuant to which the parties established a non-exclusive strategic cooperation framework focused on the development, integration, promotion…

Regulation FD Disclosure. On August 19, 2026, VisionWave Holdings, Inc. (the “Company”) issued a press release announcing the appointment of Tony Fabrizio as Director, Aerospace and Defense of VisionWave Holdings UK Ltd (registered in England and Wales), a wholly-owned subsidiary of the Company (the “UK Subsidiary”), effective May, 2026. There are no family relationships between Mr. Fabrizio and any director or executive officer of the Company. There are no arrangements or understandings betw…

Termination of a Material Definitive Agreement. On June 29, 2026, VisionWave Holdings, Inc. (the “Company”) entered into a binding agreement, dated June 28, 2026 (the “Agreement”), with Meteor Aerospace Ltd., an Israeli corporation (“Meteor”), and its shareholders, pursuant to which the Company agreed to acquire fifty-one percent (51%) of the fully diluted issued and outstanding share capital of Meteor at an aggregate pre-money equity valuation of Meteor of $40,000,000. On August 13, 2026, th…

Entry into a Material Definitive Agreement. On August 5, 2026, VisionWave Holdings, Inc. (the “Company”) entered into a Sponsorship Agreement (the “Sponsorship Agreement”) with Hen Basketball Haifa Club, a registered association organized under the laws of the State of Israel (the “Club”), a professional basketball club competing in the Israeli basketball leagues. Pursuant to the Sponsorship Agreement, the Company will serve as the main sponsor of the Club for the 2026–2027 basketball season,…

The Shares will be issued to the Club in a private placement, without registration under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering, based in part upon the representations, warranties and covenants of the Club set forth in the Sponsorship Agreement, including that the Club is acquiring the Shares for its own account for investment purposes and not with a vi…

Other Events. On August 2, 2026, VisionWave Holdings, Inc. (the “Company” or “VisionWave”) entered into a term sheet (the “Term Sheet”) with D-Fence Electronic Fencing Systems Ltd. (“D-Fence”), an Israeli developer of artificial intelligence-powered perimeter security and electronic fencing systems, providing the framework for VisionWave’s proposed acquisition of a controlling equity interest in D-Fence. The Term Sheet is binding upon the parties only with respect to its provisions relating t…

of this Current Report and providing additional information regarding the strategic rationale for the proposed acquisition. A copy of the press release is furnished as Exhibit 99.2 to this Current Report. The information contained in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or…

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,…

Other Events. On June 12, 2026, VisionWave Holdings, Inc. (the “Company”) announced that it had entered into a binding term sheet with Lucky Whale Production Limited regarding the proposed formation of a joint venture to develop a hyperscale Tier IV data center project in Israel. Following execution of the term sheet, the Company commenced its due diligence review of the proposed transaction. During that review, the Company identified significant regulatory developments announced by the Israe…

The Presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Investors are strongly encouraged to review the full cautionary language regarding forward-looking statements set forth on pages 1–2 of the Pr…

Entry into a Material Definitive Agreement. Securities Purchase Agreement and Convertible Debentures On July 20, 2026, VisionWave Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (the “Investor”), an investment fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to the Investor convertible debentures in the aggregate principal amount of up to $15,000,000 (the…

The Convertible Debentures and the Warrants were, and the shares of Common Stock issuable upon conversion or exercise thereof will be, offered and sold to the Investor, an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, without any form of general soli…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in