VisionWave Announces Execution of Definitive Agreement to Acquire a 51% Controlling Stake in Certified Aerospace Manufacturer Supporting Structural Components in Systems Publicly Known as Iron Dome and Barak 8 — Combining QSpeed™ Platform and Previously Announced $10 Million Development SOW to Build Scalable Defense Industrial Platform

Rhea-AI Summary

VisionWave (NASDAQ: VWAV) executed a definitive agreement to acquire a 51% controlling interest in certified aerospace composite manufacturer C.M., valued at $50 million, with an option on the remaining 49%. C.M. reported approximately $17.3M revenue and $3.0M net income (FY2025, IFRS, unaudited). Closing is expected Q1 2026 and is subject to customary conditions and regulatory approvals. VisionWave also has a previously announced $10M QSpeed™ development Statement of Work intended to generate milestone-based 2026 revenue.

Positive

• 51% controlling stake acquisition completed under definitive agreement
• $50M independent valuation for C.M. (BDO, Jan 1, 2026)
• $17.3M FY2025 revenue reported by C.M. (preliminary, IFRS)
• $3.0M FY2025 net income reported by C.M. (preliminary, IFRS)
• $10M QSpeed™ SOW provides contracted development revenue potential for 2026

Negative

• C.M. results are unaudited IFRS figures and may materially differ under U.S. GAAP
• Transaction subject to closing conditions and regulatory approvals
• Integration risk: internal controls, consolidation adjustments, and certification maintenance
• QSpeed™ unproven in aerospace manufacturing; benefits are speculative and not guaranteed

Market Reaction – VWAV

-7.55% $7.29

15m delay 13 alerts

-7.55% Since News

$7.29 Last Price

$7.07 $8.02 Day Range

-$12M Valuation Impact

$143M Market Cap

0.9x Rel. Volume

Following this news, VWAV has declined 7.55%, reflecting a notable negative market reaction. Our momentum scanner has triggered 13 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $7.29. This price movement has removed approximately $12M from the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

C.M. revenue: Approximately $17.3 million C.M. net income: Approximately $3.0 million QSpeed SOW value: $10 million +5 more

8 metrics

C.M. revenue Approximately $17.3 million Fiscal year 2025, unaudited IFRS, illustrative USD at 3.0 NIS per $1.00

C.M. net income Approximately $3.0 million Fiscal year 2025, net income before tax under IFRS

QSpeed SOW value $10 million Previously announced Statement of Work for QSpeed™ platform development

C.M. valuation $50 million Independent BDO valuation for 100% of C.M. Composite Materials Ltd.

Stake acquired 51% controlling interest Definitive agreement to acquire majority of C.M. Composite Materials Ltd.

Remaining stake option 49% Option to acquire remaining equity in C.M. Composite Materials Ltd.

Share consideration 250,000 shares Company common stock to be issued for 51% interest, per Form 8-K description

Due diligence period 64 days Continuous on-site and remote due diligence from 12/18/2025 to 2/20/2026

Market Reality Check

Price: $7.88 Vol: Volume 222,575 is in line...

normal vol

$7.88 Last Close

Volume Volume 222,575 is in line with the 20-day average of 220,428, suggesting no unusual trading surge ahead of this news. normal

Technical Shares at $7.88 are trading below the 200-day MA of $9.54 and about 50% under the $15.80 52-week high.

Peers on Argus

VWAV declined 6.3% while momentum peers like SPAI and MOB showed gains. Broader ...

2 Up

VWAV declined 6.3% while momentum peers like SPAI and MOB showed gains. Broader aerospace/defense and software peers were mixed, indicating a largely stock-specific reaction rather than a uniform sector move.

Common Catalyst Select peers, such as SPAI, had AI-related headlines, but there was no broad acquisition or M&A theme across the group.

Previous Acquisition Reports

4 past events · Latest: Jan 07 (Positive)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Jan 07	Tech IP acquisition	Positive	+15.2%	Acquisition of QuantumSpeed computational acceleration IP with independent BDO valuation.
Dec 18	Acquisition closing	Positive	+12.8%	Closing of Solar Drone acquisition with share and pre‑funded warrant consideration.
Dec 04	Definitive agreement	Positive	+1.5%	Signing of definitive agreement for first Solar Drone acquisition with outlined synergies.
Nov 20	Due diligence update	Positive	-1.1%	Announcement of multidisciplinary due‑diligence team and final diligence for Solar Drone deal.

Pattern Detected

Acquisition and M&A-related announcements have generally coincided with positive price reactions for VWAV, with only one recent acquisition-stage update seeing a modest divergence.

Recent Company History

Over recent months, VisionWave has used acquisitions to build out its technology and defense platform. It first assembled a due‑diligence team for Solar Drone in November 2025, then signed and closed that deal in December 2025 for consideration targeting $21.6 million. In January 2026, it acquired the QuantumSpeed™ computational acceleration IP, supported by a BDO valuation of about $99.6 million. Those prior acquisition headlines were usually followed by share gains, making today’s negative move on a majority stake in a profitable aerospace manufacturer a notable departure from the recent pattern.

Historical Comparison

+7.1% avg move · In past acquisition headlines, VWAV moved about 7.1% on average, typically upward. Today’s -6.3% mov...

acquisition

+7.1%

Average Historical Move acquisition

In past acquisition headlines, VWAV moved about 7.1% on average, typically upward. Today’s -6.3% move on another majority‑stake deal contrasts with that prior pattern.

Acquisition activity has progressed from Solar Drone due diligence and definitive agreements to a completed deal, followed by the QuantumSpeed IP purchase, and now a planned 51% stake in a certified aerospace composites manufacturer.

Market Pulse Summary

The stock is down -7.5% following this news. A negative reaction to this acquisition contrasts with ...

Analysis

The stock is down -7.5% following this news. A negative reaction to this acquisition contrasts with earlier deals, where similar announcements around Solar Drone and QuantumSpeed saw moves up to 15.15% and an average of about 7.1%. The market may be focusing on integration complexity, the shift into regulated aerospace manufacturing, and existing dilution overhang from prior equity arrangements. With shares already about 50% below the $15.80 52‑week high, execution on C.M.’s profitability and the $10 million QSpeed SOW could be critical for sentiment over time.

Key Terms

statement of work, ifrs, u.s. gaap, pcaob, +2 more

6 terms

statement of work financial

"previously announced entry into a $10 million Statement of Work related to development of its QSpeed™ platform"

A statement of work (SOW) is a written agreement that spells out what work will be done, who will do it, when it will be finished, how success is measured, and how payment will be handled. Think of it as a detailed recipe and timeline for a project that both sides sign off on. For investors, an SOW matters because it creates predictable revenue and obligations, clarifies milestones and risks, and helps assess whether a company can deliver on contracts and meet financial forecasts.

ifrs financial

"net income before tax (prepared under International Financial Reporting Standards ("IFRS") as adopted in Israel.)"

International Financial Reporting Standards (IFRS) are a set of common accounting rules used by many companies worldwide to prepare financial statements, so numbers like revenue, profit and assets are measured in the same way across borders. For investors, IFRS matters because it makes it easier to compare the financial health and performance of different companies—like using the same ruler to measure different objects—reducing surprises and helping informed investment decisions.

u.s. gaap financial

"They have not been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP")"

U.S. GAAP is a set of rules and standards that companies in the United States follow to prepare their financial reports. It helps ensure that financial information is consistent and clear, so investors and others can compare and understand a company's financial health easily.

pcaob regulatory

"or audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB")"

The PCAOB (Public Company Accounting Oversight Board) is an independent regulator that inspects and enforces rules for the auditors who check public companies’ financial statements. Think of it as a referee for accountants: it sets standards, reviews audit work, and can punish sloppy or dishonest audits. That matters to investors because trustworthy, well-audited financial reports reduce the risk of surprises and help people make better decisions about buying, holding, or selling stocks.

weighted average cost of capital financial

"discounted to present value using a weighted average cost of capital"

Weighted average cost of capital (WACC) is the average annual price a company pays for the money it uses, combining the cost of borrowed funds (debt) and the cost of owners’ funds (equity), with each source weighted by its share of the company’s financing. Investors use it as a benchmark to judge whether projects or a stock are likely to earn more than that blended price—think of it as a household’s combined interest rate on a mortgage and credit cards; a lower WACC usually makes future cash flows and valuation more attractive.

form 8-k regulatory

"common stock as more fully described in the Form 8-K Current Report filed with the Securities and Exchange Commission"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. Not financial advice.

51% Majority Control of Profitable Aerospace-Certified Composite Platform; Option to Acquire Remaining 49% — $50 Million Independent Valuation

WEST HOLLYWOOD, California and MODI'IN, Israel, Feb. 24, 2026 (GLOBE NEWSWIRE) -- VisionWave Holdings Inc. (NASDAQ: VWAV) (“VisionWave” or the “Company”) today announced it has executed a binding definitive agreement to acquire a 51% controlling interest in C.M. Composite Materials Ltd. (“C.M.”), a certified aerospace-grade composite manufacturer producing structural components utilized in systems publicly known as Iron Dome and Barak 8 (LR-SAM / MR-SAM), as well as additional airborne, offensive, and intelligence platforms. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first quarter of 2026.

This transaction follows VisionWave’s previously announced entry into a $10 million Statement of Work related to development of its QSpeed™ platform. Management believes the combination of advanced computational acceleration software and certified aerospace composite manufacturing represents a strategically aligned model within the evolving defense industrial base. However, there can be no assurance that the anticipated benefits of this transaction will be realized or that the integration of these business will be successful.

A Revenue-Producing Aerospace Platform — Not a Development Story

For fiscal year 2025, C.M. reported approximately:

For illustrative purposes only, using an exchange rate of approximately 3.0 NIS per $1.00:

Approximately $17.3 million in revenue and approximately $3.0 million in net income before tax (prepared under International Financial Reporting Standards ("IFRS") as adopted in Israel.) These financial results are unaudited and are derived from C.M.'s internal management accounts. They have not been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") or audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). Actual U.S. GAAP results following consolidation may differ significantly and materially due to purchase accounting adjustments, including but not limited to the allocation of purchase price to identifiable assets acquired and liabilities assumed, recognition of goodwill or intangible assets, currency translation, deferred tax considerations, consolidation adjustments, elimination of intercompany transactions, and related adjustments required under U.S. GAAP and SEC reporting requirements. These financial figures are unaudited and based on preliminary information provided by C.M.; final results under U.S. GAAP upon consolidation are expected to may vary materially and investors should not place undue reliance on these preliminary, unaudited figures prepared under a different accounting framework.

C.M. has not been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly has not maintained disclosure controls and procedures, or internal control over financial reporting, as would be required of a U.S. public company. Following the acquisition, VisionWave will be required to integrate C.M.'s operations into its internal control framework and evaluate the effectiveness of internal controls over financial reporting related to C.M.'s operations, which may present challenges and could result in the identification of material weaknesses or significant deficiencies.

In addition, VisionWave has previously announced a $10 million Statement of Work for development of its QSpeed™ platform to a third-party customer, which is expected to generate milestone-based revenue during 2026 subject to achievement of technical and operational performance milestones and contractual conditions. There can be no assurance that VisionWave will successfully achieve all milestones or that the anticipated revenue will be realized.

Management believes VisionWave is evolving toward a multi-layer AI & industrial platform consisting of:

• Certified aerospace manufacturing revenue from C.M., subject to closing of the transaction and ongoing performance of existing contracts
• Contracted development revenue streams from the previously announced QSpeed™ Statement of Work, subject to milestone achievement
• Advanced computational acceleration capabilities that are still under development and have not yet been commercialized at scale

Strategic Integration: QSpeed™ + Aerospace Manufacturing

VisionWave’s QSpeed™ platform is currently under development and is designed to accelerate complex computational workloads and optimize defense & industrial-scale processes. Management believes that integrating QSpeed™ capabilities into C.M.’s certified composite manufacturing environment could potentially:

• Optimize production sequencing and workflow planning
• Improve throughput efficiency
• Reduce process-cycle bottlenecks
• Enhance cost-efficiency and margin structure

These potential benefits are subject to numerous uncertainties and risks. As demonstrated in the previously announced $10 million QSpeed™ engagement — where computational acceleration was designed to materially reduce operational costs for the customer — management believes similar efficiency principles may be applicable within aerospace composite production environments. However, the QSpeed™ platform remains under development, and its application to C.M.'s manufacturing processes is unproven and speculative.

There can be no assurance such integration will generate measurable gains; however, management believes the convergence of software acceleration and regulated aerospace manufacturing infrastructure may create incremental industrial advantages. Any such benefits are subject to successful integration, which may involve unforeseen challenges, costs, or delays and may not be achieved. The Company has not conducted detailed integration planning or feasibility studies to determine whether the QSpeed™ technology can be effectively applied to C.M.'s manufacturing processes.

Embedded in Active Missile and Aerospace Programs

C.M. manufactures structural composite assemblies utilized in:

• Israel’s multi-layer missile defense architecture publicly known as Iron Dome
• The Barak 8 long- and medium-range air defense system developed jointly by Israel Aerospace Industries and India's Defense Research and Development Organization
• Advanced unmanned aerial systems
• Additional airborne and intelligence-related aerospace platforms

C.M.'s participation in these programs is as a component supplier within larger supply chains. C.M. does not design or manufacture complete missile systems. C.M.'s continued participation in these programs is dependent upon maintaining required certifications, meeting quality standards, competitive pricing, and the ongoing procurement decisions of prime contractors and end customers. There can be no assurance that C.M. will continue to participate in these programs or that procurement volumes will remain at historical levels.

Participation reflects sustained compliance with stringent aerospace regulatory standards and serial production within operational defense supply chains. However, any failure to maintain compliance with applicable aerospace quality standards and certifications could result in loss of qualification and termination of supply relationships.

Potential Strategic Expansion into India

C.M. has identified India as a strategic next-stage growth market as the country continues modernization of its multi-layered air defense and missile systems, including ongoing deployment and expansion of platforms such as Barak 8.

Management's beliefs regarding expansion into India are forward-looking and speculative. C.M. currently has no operations, facilities, customer contracts, or revenue in India. Any expansion into India would require significant capital investment, establishment of local manufacturing capabilities or partnerships, compliance with complex Indian regulatory requirements, satisfaction of "Make in India" domestic content requirements, navigation of export control regimes, and other factors, many of which are outside the Company's control. There can be no assurance that C.M. will successfully establish operations in India or generate any revenue from the Indian market.

Why India Is a Priority Market for C.M.

1) India Is Building a National Multi-Layer Defense Architecture

India has publicly outlined a strategic plan for a multi-layered defense system that includes Barak 8 (LR-SAM/MR-SAM), with stated ambitions to extend “full security coverage” for strategic facilities by 2035 according to public reports. However, government procurement plans and defense budgets are subject to change based on political, economic, and strategic considerations.

2) “Make in India” Structurally Favors Local Manufacturing

Public reporting highlights India’s emphasis on domestic production under its “Make in India” framework. Certified composite manufacturing capability could potentially align with localization, offset participation, and onshore production initiatives. However, meeting "Make in India" requirements would likely require substantial local investment and establishment of manufacturing facilities in India, which C.M. has not yet undertaken. Additionally, C.M. would face competition from existing Indian manufacturers and other international suppliers seeking to establish Indian operations.

3) Procurement Scale and Pace Are Substantial

India’s Defense Acquisition Council has reportedly approved procurement packages reported at approximately $8.7 billion according to public news reports. The Company has not independently verified these figures, which are subject to change and may not result in procurement opportunities for C.M. Reporting also indicates continued Indian engagement in Israeli-origin missile and precision systems.

Potentially expanding procurement environments typically increase demand not only for finished systems but for qualified manufacturing capacity embedded within certified aerospace supply chains — particularly for structural composite components subject to strict QA regimes. However, there can be no assurance that increased Indian defense procurement will result in demand for C.M.'s products or that C.M. will be able to successfully compete for any such opportunities.

4) India Is a Major Customer of Israeli Defense Industries

Public reporting citing Stockholm International Peace Research Institute ("SIPRI") indicates India accounted for approximately 34% of Israeli defense exports between 2020 and 2024. Expansion into India or any new market is subject to geopolitical risks, export controls, and competition, and there can be no assurance of success.

Management believes this sustained defense relationship supports the view that India may represent a durable, multi-program market for certified aerospace suppliers, subject to regulatory approvals and procurement processes. The Company has no current contracts or binding commitments in India and any expansion would require substantial time and resources with no guarantee of success.

Independent Valuation and Due Diligence

The transaction was informed, in part, by an independent third-party valuation prepared by BDO Consulting Group, reflecting established aerospace and defense revenue streams, certification-driven competitive barriers, and participation in advanced missile and aerospace programs. The BDO valuation was dated January 1, 2026 and was prepared using a discounted cash flow (DCF) analysis under the income approach, based on projected future operating cash flows and a terminal value discounted to present value using a weighted average cost of capital.

The valuation reflects numerous assumptions regarding future performance, market conditions, and other factors which may not be realized. C.M. is currently valued at $50 million. The consideration for the 51% interest will consist of 250,000 shares of the Company's common stock as more fully described in the Form 8-K Current Report filed with the Securities and Exchange Commission.

Prior to executing the definitive agreement, VisionWave conducted comprehensive operational and technical due diligence, including:

• Review of active aerospace-grade production lines
• Inspection of composite structural manufacturing processes
• Verification of certification and compliance standards
• Evaluation of tooling, autoclave, and advanced composite capabilities
• Confirmation of participation in advanced missile and aerospace production programs

Due diligence was conducted over a period of 64 continuous days [from 12/18/2025 to 2/20/2026] and included daily on-site visits to C.M.'s facilities in Modi'in, Israel. However, due diligence conducted in connection with this transaction was subject to time and resource constraints and may not have identified all risks or issues related to C.M.'s business, operations, financial condition, or legal and regulatory compliance. Following closing, VisionWave may discover additional information that was not identified during due diligence, which could have a material adverse effect on the combined company's business and results of operations.

Management believes the acquisition if successfully completed and integrated, positions VisionWave within a high-barrier segment of the global aerospace and defense industrial base. However, the aerospace and defense industry are highly competitive, subject to significant regulation, and dependent on government procurement budgets which can be unpredictable.

CEO & Executive Chairman Commentary

Douglas Davis, Interim CEO & Executive Chairman of VisionWave, stated:

“With the previously announced $10 million QSpeed™ Statement of Work and now entering into a definitive agreement to acquire majority control of a certified aerospace composite manufacturer embedded in active missile defense programs, VisionWave is building both the computational acceleration layer and the regulated manufacturing foundation. We believe integrating advanced software acceleration into certified aerospace production infrastructure creates a differentiated industrial model. Combined with strategic expansion opportunities in markets such as India, this positions VisionWave to participate in multiple layers of the evolving defense industrial ecosystem.”

Mr. Davis continued: "While we are optimistic about the potential of this combination, we recognize that significant work lies ahead to close the transaction, integrate C.M.'s operations, and realize the anticipated synergies. We cannot provide assurance that we will be successful in these efforts, and investors should carefully consider the risks and uncertainties described in our SEC filings."

About VisionWave Holdings Inc.

VisionWave Holdings, Inc. (Nasdaq: VWAV) is a dual-market autonomous systems platform 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 sea.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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. Forward-looking statements include, without limitation, but are not limited to, all statements regarding : anticipated program timelines; milestone execution; anticipated revenue recognition; expected performance, cost-efficiency, scalability, and commercialization of VisionWave's QuantumSpeed™ QSpeed™ platform; potential expansion into additional markets and use cases; the expected timing and completion of the transaction with C.M.; the expected closing date of the C.M. transaction; the issuance of 250,000 shares of common stock in connection with the transaction; anticipated financial performance of C.M.; the accuracy of financial information provided by C.M.; potential benefits of integrating QSpeed™ with C.M.'s operations; the Company's ability to successfully integrate C.M.'s operations; the Company's ability to apply QSpeed™ technology to C.M.'s manufacturing processes; and potential growth opportunities in India or other markets ; the Company's ability to establish operations in India; future defense procurement by the Indian government; C.M.'s continued participation in existing defense programs; and the Company's strategy to build a multi-layer AI and industrial platform.

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 based on management's current expectations and assumptions as of the date of this press release and are subject to substantial risks and uncertainties that could cause actual results to differ.

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.

Contacts:

VWAV - Investor Contact:

investors@vwav.inc

Website:

https://www.vwav.inc

FAQ

What did VisionWave (VWAV) announce on February 24, 2026 regarding C.M. acquisition?

VisionWave announced a definitive agreement to acquire a 51% controlling interest in C.M., with C.M. valued at $50 million. According to the company, closing is expected in Q1 2026 and remains subject to customary conditions and regulatory approvals.

How large were C.M.'s reported FY2025 results cited by VisionWave (VWAV)?

VisionWave cited C.M.'s preliminary FY2025 results of approximately $17.3M revenue and $3.0M net income. According to the company, these figures are unaudited, prepared under IFRS, and may differ materially under U.S. GAAP after consolidation.

What consideration is VisionWave (VWAV) offering for the 51% stake in C.M.?

The consideration for the 51% interest will consist of 250,000 shares of VisionWave common stock. According to the company, transaction details are described in the Form 8-K and closing remains subject to conditions.

How does the $10 million QSpeed™ Statement of Work relate to the C.M. acquisition by VWAV?

The $10M QSpeed™ SOW is intended to produce milestone-based development revenue in 2026 and potentially integrate with C.M.'s operations. According to the company, QSpeed™ remains under development and its manufacturing benefits are unproven and speculative.

When will the C.M. acquisition by VisionWave (VWAV) close and what conditions apply?

Closing is expected in Q1 2026 but is conditional on customary closing conditions and regulatory approvals. According to the company, there is no assurance the transaction will close or that integration will succeed.