VisionWave Enters LOI to Acquire BladeRanger Subsidiary, Expanding AI-Driven Drone Capabilities for Security, Infrastructure, and Emergency Response

Rhea-AI Summary

VisionWave (NASDAQ: VWAV) signed a binding Letter of Intent to acquire Solar Drone Ltd., a subsidiary of BladeRanger (TASE: BLRN), by issuing 1.8 million shares of common stock as consideration. Parties aim to negotiate a definitive Share Purchase Agreement by Dec 10, 2025 with closing targeted for Dec 31, 2025, subject to customary conditions and regulatory approvals.

The deal would integrate BladeRanger’s modular drones — including a 4.5 kW airborne pump, AI UV/visible sensors, and configurable nozzles — with VisionWave’s AI sensor-fusion and command-and-control platform to address fire suppression, infrastructure inspection, and emergency response. Registration and exclusivity terms are included.

Positive

• 1.8M shares offered as consideration
• Targeted closing date Dec 31, 2025
• Integration of AI sensor-fusion with modular drone systems
• Registration filing commitment within 45 days of closing

Negative

• Issuance of 1.8M common shares may dilute existing shareholders
• Transaction subject to regulatory approvals and export-control clearance

Insights

M&A and Defense-Tech Strategist

VisionWave signed an LOI to acquire BladeRanger’s subsidiary via 1.8M shares, targeting closing by Dec 31, 2025.

VisionWaveDec 10, 2025 with a targeted close on Dec 31, 2025. The deal pairs a modular, mission-ready drone platform—capable of fire suppression, inspection, decontamination, surveillance, and low-flow operations—with VisionWave’s AI sensor-fusion and command-and-control stack. Registration commitments include filing a Form S-1 (or S-3 if eligible) within 45 days of closing and using best efforts to have it declared effective within 180 days.

The transaction’s near-term value depends on completing due diligence, securing customary regulatory approvals (including export-control clearances noted), and finalizing integration planning during on-site technical assessments in Israel. BladeRanger granted exclusivity through Feb 28, 2026, which limits competing offers while parties finalize terms. Key, monitorable items are execution of the definitive agreement by Dec 10, 2025, closing on Dec 31, 2025, the Form S-1/S-3 filing within 45 days post-closing, and any disclosed price-adjustment mechanics tied to the 1.8 million share consideration.

WEST HOLLYWOOD, Calif. and RAMAT EFAL, Israel, Nov. 13, 2025 (GLOBE NEWSWIRE) -- VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave” or the “Company”) today announced that it has signed a binding Letter of Intent (“LOI”) to acquire Solar Drone Ltd., a subsidiary of BladeRanger Ltd. (TASE: BLRN) and a developer of mission-ready unmanned-aerial systems designed for infrastructure inspection, civil protection, and homeland-security operations.

Under the LOI, VisionWave will issue 1.8 million shares of common stock to BladeRanger as consideration. The parties intend to use commercially reasonable efforts to negotiate and execute a definitive Share Purchase Agreement by December 10, 2025, with closing targeted for December 31, 2025, subject to customary conditions and regulatory approvals.

Transforming Civil and Defense Applications

The closing of this acquisition will mark VisionWave’s strategic expansion into the growing dual-use drone sector, where autonomous systems originally developed for renewable-energy maintenance are now evolving into multi-role platforms for defense, emergency response, and public-safety missions.

BladeRanger’s subsidiary has engineered a modular drone system that combines:

• a 4.5 kW airborne pump delivering up to 120 bar (1,740 PSI);
• AI-enhanced UV and visible-spectrum sensors for real-time anomaly detection;
• configurable nozzle arrays for precise material dispersion; and
• low-flow (5–8 L/min) operation for controlled missions in remote or hazardous terrain.

These systems can execute fire suppression, critical-infrastructure inspection, decontamination, border surveillance, and industrial safety missions — all within established procurement and export-control frameworks.

To view a demonstration of the drone’s current capabilities, visit:

BladeRanger Demonstration Video

Strategic Integration with VisionWave AI Systems

The acquisition will align BladeRanger’s aerial technology with VisionWave’s AI-driven sensor-fusion and command-and-control platform, with the goal of creating a powerful ecosystem for:

• Autonomous fire and hazard response,
• Predictive maintenance of infrastructure assets, and
• Real-time situational awareness for authorized agencies.
  

U.S. program management and commercialization will be led from West Hollywood, California, while research and development will continue at BladeRanger’s Ramat Efal facility in Israel.

Due Diligence and Leadership Presence in Israel

VisionWave has launched a comprehensive on-site due-diligence initiative to finalize the transaction and evaluate additional cooperation opportunities. The VisionWave executive team is currently in Israel conducting daily technical assessments at BladeRanger’s facilities and will continue throughout the month to advance negotiations and definitive agreements as well as integration planning and synergy evaluations.

Valuation and Transaction Context

In preparation for the acquisition, BladeRanger retained BDO Consulting Group to conduct a full valuation of its operations.

Transaction Highlights:

• Consideration: 1,800,000 VisionWave common shares (subject to price-adjustment mechanism)
• Registration Rights: VisionWave will file a Form S-1 (or Form S-3 if eligible) within 45 days of closing and use best efforts to have it declared effective within 180 days
• Exclusivity: BladeRanger has agreed to an exclusivity with VisionWave through February 28, 2026
  

Leadership Comments

“BladeRanger’s subsidiary has developed an adaptable aerial platforms in the market—equally relevant for commercial infrastructure operators and public agencies focused on civil protection,” said Douglas Davis, Executive Chairman of VisionWave Holdings, Inc.

“Our expanded technical and leadership team in Israel demonstrates VisionWave’s hands-on commitment to completing this acquisition and advancing AI-enabled autonomous systems that protect assets, environments, and lives.”

Shmuel Yannay, Co-Founder and Director of BladeRanger Ltd., added:

“This collaboration represents a major step forward for Israeli innovation and global safety. Together with VisionWave, we are combining advanced robotics with real-time AI to deliver drones that think, act, and protect. The parties are exploring potential areas of future cooperation, but no agreements have been reached and there can be no assurance that any additional transactions will occur.”

Commitment to Responsible Innovation

VisionWave and BladeRanger are committed to advancing AI and drone technologies responsibly and in full compliance with U.S. and international law, including ITAR, EAR, and non-proliferation standards. All commercial and governmental activities will adhere to strict procurement, export-control, and oversight requirements.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation statements regarding failure to execute a definitive agreement, failure to obtain required regulatory approvals (including under U.S. export control laws) and changes in market conditions; integration challenges. Words such as “will,” “expects,” “believes,” “potential,” “anticipated,” and similar expressions identify forward-looking statements. Actual outcomes may differ materially. Forward-looking statements are based on current expectations and are subject to risks and uncertainties described in VisionWave’s filings with the U.S. Securities and Exchange Commission. VisionWave undertakes no obligation to update these statements except as required by law. See VisionWave’s most recent Form 10-K and 10-Q for a fuller list of risk factors. The Company undertakes no obligation to update these statements.

About VisionWave Holdings Inc.

VisionWave Holdings, Inc. (Nasdaq: VWAV) develops AI-driven autonomy and multi-sensor command-and-control systems for defense, public safety, and critical-infrastructure clients.

Headquartered in West Hollywood, California, VisionWave’s technologies combine radar, optics, and RF imaging to create autonomous awareness for air, land, and sea applications.

Visit www.visionwaveholdings.com.

About BladeRanger Ltd.

BladeRanger Ltd. (TASE: BLRN) is an Israeli technology company specializing in autonomous drone systems for renewable energy, infrastructure maintenance, and civil and homeland-security applications. Solar Drone Ltd. is a wholly-owned subsidiary of BladeRanger Ltd.

Visit www.bladeranger.com.

Investor Relations Contact: investors@vwav.inc

Website: www.vwav.inc

Demonstration Video: https://vimeo.com/1092607855

Logo: https://mma.prnewswire.com/media/2744252/5551620/VisionWave_Logo.jpg

FAQ

What did VisionWave (VWAV) announce on November 13, 2025 regarding BladeRanger subsidiary?

VisionWave announced a binding LOI to acquire Solar Drone Ltd. from BladeRanger in exchange for 1.8 million VWAV shares, with a targeted closing of Dec 31, 2025.

What are the key deal timelines for VisionWave's (VWAV) acquisition of Solar Drone Ltd.?

Parties intend to execute a definitive agreement by Dec 10, 2025 and target closing on Dec 31, 2025, subject to conditions and approvals.

How will VisionWave (VWAV) integrate BladeRanger technology after the acquisition?

VisionWave plans to align BladeRanger’s modular drones with its AI sensor-fusion and command-and-control platform for autonomous response, maintenance, and situational awareness.

What consideration is VisionWave (VWAV) paying for the BladeRanger subsidiary and are registration rights included?

Consideration is 1.8 million VisionWave common shares, and VisionWave will file a Form S-1 (or S-3 if eligible) within 45 days of closing with best efforts to declare effective within 180 days.

What regulatory or approval risks should VWAV shareholders watch after the LOI?

The transaction requires customary regulatory approvals, including potential export-control clearances under ITAR/EAR, and closing is subject to those approvals.