VisionWave Holdings (NASDAQ: VWAV) closes Solar Drone acquisition in equity deal

Rhea-AI Filing Summary

VisionWave Holdings, Inc. completed the acquisition of Israeli company Solar Drone Ltd., which develops solar-powered drone technology, from BladeRanger Ltd. In exchange for all Solar Drone shares, VisionWave issued 1,500,000 shares of its common stock and 300,000 pre-funded common stock purchase warrants, each exercisable for one share at a nominal $0.01 exercise price that is largely prepaid.

The pre-funded warrants are exercisable immediately and remain outstanding until fully exercised, subject to a 9.99% beneficial ownership cap and a 19.99% exchange cap unless shareholder approval is obtained under Nasdaq Listing Rule 5635. Additional pre-funded warrants may be issued so that total share-based consideration reflects a value of $21,600,000 if the five-day average VWAP before effectiveness of a resale registration is below $12.00 per share. The shares and initial warrants were issued in a private placement relying on Section 4(a)(2) and/or Rule 506, and the company plans to file Solar Drone’s financial statements and related pro forma information within 71 calendar days of the required date.

Insights

Equity Capital Markets Analyst

VisionWave closed a significant stock-and-warrant acquisition with contingent dilution tied to its share price.

VisionWave Holdings, Inc. is using equity and pre-funded warrants to acquire Solar Drone Ltd., an Israeli solar-powered drone technology business, from BladeRanger Ltd. Consideration includes 1,500,000 common shares plus 300,000 pre-funded warrants, each for one share at a nominal $0.01 exercise price that has been largely prepaid, so the main effect is share issuance rather than future cash inflow.

The amendment links potential Additional PFWs to the company’s share price: if the five-day average VWAP before a resale registration becomes effective is below $12.00 per share, extra pre-funded warrants are issued so that total equity consideration reflects $21,600,000 divided by that VWAP minus 1,800,000 shares. This structure stabilizes the seller’s value while leaving the ultimate share count sensitive to market pricing.

The pre-funded warrants are exercisable immediately but constrained by a 9.99% beneficial ownership limit and a 19.99% exchange cap unless shareholders approve higher issuance under Nasdaq Listing Rule 5635. VisionWave characterizes the transaction as material and significant under Rule 3-05 of Regulation S-X and plans to provide Solar Drone’s standalone and pro forma financials within 71 calendar days of the required date, which will give a clearer view of the acquisition’s scale and contribution.

8-K Event Classification

4 items: 1.01, 2.01, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): December 15, 2025

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 1.01 Entry into a Material Definitive Agreement.

On December 15, 2025, in connection with the closing of the Acquisition (as defined in Item 2.01 below), VisionWave Holdings, Inc. (the “Company” or “Buyer”) entered into Amendment No. 1 (the “Amendment”) to the Share Purchase Agreement dated as of December 3, 2025 (the “Agreement”), with BladeRanger Ltd., a company organized under the laws of Israel and listed on the Tel Aviv Stock Exchange under the ticker “BLRN” (“Seller”), and Solar Drone Ltd., an Israeli corporation (the “Target Company”).

Pursuant to the Amendment, Section 2.2 of the Agreement was amended to provide that, in consideration for all of the issued and outstanding shares of the Target Company (the “Company Shares”), the Company shall issue and deliver to the Seller (or its designee(s)): (a) 1,500,000 shares of the Company’s common stock, $0.01 par value per share (the “Buyer Shares”); and (b) 300,000 Pre-Funded Common Stock Purchase Warrants (the “Initial PFWs”), each exercisable for one share of the Company’s common stock on the terms set forth in the form attached as Exhibit A to the Agreement and filed as Exhibit 4.1 hereto.

The Amendment also provides for the issuance of additional Pre-Funded Common Stock Purchase Warrants in the form attached as Exhibit 4.1 hereto (the “Additional PFWs” and, together with the Initial PFWs, the “Pre-Funded Warrants”) if the average daily volume-weighted average price (“VWAP”) of the Company’s common stock for the five Trading Day period immediately preceding the date of effectiveness of the registration statement registering the resale of the Buyer Shares and Warrant Shares (as defined below) is less than $12.00 per share. In such event, the number of Additional PFWs shall equal the difference between (x) $21,600,000 divided by such average daily VWAP and (y) 1,800,000, to be issued within two Business Days following the effectiveness of such registration statement.

The Pre-Funded Warrants are exercisable immediately upon issuance at a nominal exercise price of $0.01 per share (with the aggregate exercise price, except for such nominal amount, pre-funded to the Company) and will remain exercisable until exercised in full, subject to customary adjustments, beneficial ownership limitations (9.99%), and an exchange cap of 19.99% of the Company’s outstanding common stock prior to the initial exercise date unless shareholder approval is obtained pursuant to Nasdaq Listing Rule 5635. The Warrant Shares issuable upon exercise of the Pre-Funded Warrants are subject to the registration rights set forth in the Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of Pre-Funded Warrant is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 15, 2025, the Company completed the acquisition (the “Acquisition”) of all of the Company Shares of the Target Company from the Seller pursuant to the Agreement, as amended by the Amendment described in Item 1.01 above. The Acquisition is material to the Company and constitutes a significant acquisition under Rule 3-05 of Regulation S-X.

In consideration for the Company Shares, the Company issued to the Seller 1,500,000 Buyer Shares and 300,000 Initial PFWs, and may issue Additional PFWs as described in Item 1.01 above. The Buyer Shares and Initial PFWs were issued in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

The Target Company is an Israeli corporation engaged in the development of solar-powered drone technology. The Acquisition is material to the Company and constitutes a significant acquisition under Rule 3-05 of Regulation S-X, requiring the filing of financial statements of the Target Company. The material terms of the Agreement were previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2025, and are incorporated herein by reference.

The Company will file the required financial statements of Solar Drone Ltd. and pro forma financial information related to the Acquisition by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K regarding the issuance of the Buyer Shares and the Initial PFWs is incorporated by reference into this Item 3.02. The Buyer Shares and Initial PFWs were issued without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public offering. The Seller represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and that it acquired the securities for investment purposes only and not with a view to distribution.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
4.1	Form of Pre-Funded Common Stock Purchase Warrant
10.1	Amendment No. 1 to Share Purchase Agreement, dated as of December 15, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd.
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.

Dated: December 16, 2025
VisionWave Holdings, Inc.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Executive Chairman

FAQ

What acquisition did VisionWave Holdings (VWAV) complete?

VisionWave Holdings, Inc. completed the acquisition of Solar Drone Ltd., an Israeli corporation focused on solar-powered drone technology, acquiring all of its shares from BladeRanger Ltd.

What consideration did VisionWave (VWAV) pay for Solar Drone Ltd.?

For all Solar Drone shares, VisionWave issued 1,500,000 shares of its common stock and 300,000 Pre-Funded Common Stock Purchase Warrants, each exercisable for one VisionWave common share.

How are VisionWaves pre-funded warrants structured in the Solar Drone deal?

The Pre-Funded Warrants are exercisable immediately at a nominal $0.01 per share, with the aggregate exercise price (other than that nominal amount) pre-funded, and remain exercisable until fully used, subject to customary adjustments.

When will additional pre-funded warrants be issued in the VisionWave (VWAV) transaction?

Additional Pre-Funded Warrants will be issued if the five-day average VWAP before effectiveness of a resale registration is below $12.00 per share, in a number equal to $21,600,000 divided by that VWAP minus 1,800,000.

What ownership limits apply to VisionWaves pre-funded warrants?

The Pre-Funded Warrants include a beneficial ownership limitation of 9.99% and an exchange cap of 19.99% of VisionWaves outstanding common stock prior to the initial exercise date unless shareholder approval is obtained under Nasdaq Listing Rule 5635.

How were the VisionWave (VWAV) shares and warrants issued from a securities law perspective?

The Buyer Shares and Initial Pre-Funded Warrants were issued in a private placement relying on exemptions from registration under the Securities Act, specifically Section 4(a)(2) and/or Rule 506 of Regulation D, to an accredited investor for investment purposes.

When will VisionWave provide Solar Drones financial statements and pro forma information?

VisionWave expects to file the required financial statements of Solar Drone Ltd. and related pro forma financial information by amendment no later than 71 calendar days after the date this report is required to be filed.