VisionWave (NASDAQ: VWAV) outlines US$40m all-share Tier IV data center joint venture
Rhea-AI Filing Summary
VisionWave Holdings, Inc. has signed a binding term sheet with Lucky Whale Production Limited to pursue a proposed joint venture for a Tier IV data center project in Beit Shemesh, Israel. VisionWave would own 68% of a joint company that holds 75% of the project vehicle, giving it an effective look-through interest of about 51% in the project rights, including land and building permit.
As consideration, VisionWave would issue common shares valued at approximately US$40 million on an all-share, no-cash basis, with the exact number set using a volume-weighted average price near closing and subject to required corporate, stockholder, SEC and Nasdaq approvals. The company states this issuance, together with other recent and pending equity issuances, would be dilutive to existing stockholders, and it expects the project to require substantial additional capital to be raised via capital-markets and/or project finance facilities.
The term sheet is not a definitive agreement and completion is subject to due diligence, negotiation and execution of final documents, various regulatory and third-party consents, and financing availability, with no assurance the transaction or required funding will be completed on the described terms or at all.
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Insights
VisionWave outlines a large, equity-funded data center JV with significant execution and dilution risk.
VisionWave proposes a joint venture with Lucky Whale for a Tier IV data center in Israel, targeting an effective 51% look-through interest in the project. The structure layers a joint company owning 75% of the project vehicle, with the current landowner retaining 25%.
Consideration for the project rights is envisioned as VisionWave common stock valued at about US$40,000,000, priced by VWAP near closing, with no cash component. The company explicitly notes this share issuance, combined with other equity deals, would be dilutive to existing stockholders, while it must still secure substantial additional construction capital through capital-markets or project-finance facilities.
The term sheet is described as binding but remains subject to due diligence, definitive documentation, multiple corporate, stockholder, SEC, Nasdaq and regulatory approvals, and financing availability. Actual impact will depend on whether definitive agreements are signed, approvals are received, and funding is raised on acceptable terms; the filing emphasizes there is no assurance the transaction or financing will be completed.
8-K Event Classification
Key Figures
Key Terms
Tier IV data center technical
volume-weighted average price financial
project-finance facilities financial
put option financial
mutual exclusivity financial
Uptime Institute technical
UNITED
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SECURITIES AND EXCHANGE COMMISSION
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Form
Current Report
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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 | |
EXHIBIT 99.1
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
