[8-K] VisionWave Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

VisionWave Holdings, Inc. entered a services agreement for a data-processing platform (PVML) with an initial 12-month term that automatically renews annually unless 60 days' notice is given. The company will pay $600,000 in total consideration: a $250,000 cash payment on execution and an equity component valued at $350,000 to be settled by issuing 35,000 shares of common stock at $10.00 per share. The contract includes a yearly platform fee that covers 2.4 million PVML Units of processing capacity, with additional usage charged if exceeded. Each party keeps its own intellectual property, while the company will own all outputs and derivatives produced through its use of the PVML platform. The agreement is governed by the laws of Israel and may be terminated for material breach or insolvency as specified.

Positive

• Structured consideration mixes cash and stock, conserving some near-term cash by shifting $350,000 into equity
• Company owns outputs/derivatives from the PVML platform, securing downstream rights to generated data
• Included capacity of 2.4M PUs provides a defined annual processing allowance, reducing short-term variable costs if usage stays inside the cap

Negative

• Equity issuance of 35,000 shares is dilutive to existing shareholders depending on total share count
• Potential incremental costs if usage exceeds the included 2.4M PVML Units, creating uncertain variable expenses
• Agreement governed by Israel law introduces cross-jurisdictional enforcement and legal complexity

Insights

Corporate Finance Analyst

TL;DR: A $600,000 structured payment mixes cash and equity, modestly dilutive but preserves cash flow.

The company commits $250,000 in cash plus an equity issuance valued at $350,000 through 35,000 shares at $10.00 each. That equity component dilutes existing holders by a quantifiable amount tied to the current share base and shifts part of the vendor payment into stock rather than cash.

Financial impact depends on the company’s current market capitalization and near-term cash needs; the multi-year auto-renewal feature preserves service continuity but creates a recurring obligation tied to platform usage beyond the included 2.4M PVML Units. Monitor quarterly disclosures for actual consumption and any incremental usage charges.

Commercial / Tech Contract Specialist

TL;DR: Contract grants the company ownership of outputs but leaves core IP with the vendor; termination and governing law carry operational considerations.

The agreement preserves each party's pre-existing intellectual property while assigning to the company ownership of outputs and derivatives generated via the PVML platform, which helps secure data-product rights. The fixed annual inclusion of 2.4M PUs defines baseline capacity; overages will incur additional fees.

Jurisdiction under the laws of Israel introduces cross-border enforcement and choice-of-law considerations. Investors should watch for disclosure of any material disputes, scope changes to usage, or amendments to termination provisions within the next 12 months.

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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): October 5, 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 October 5, 2025, VisionWave Holdings, Inc. (the “Company”) entered into an Order Form (the “Agreement”) with PVML Ltd., a Tel Aviv–based provider of secure data-AI infrastructure. The Agreement establishes a strategic collaboration to integrate PVML’s secure, real-time data-AI infrastructure with the Company’s radar and AI-driven computer-vision technologies to enable secure, autonomous mission-data systems for defense and homeland-security applications.

The terms of the Agreement:

● The initial term is twelve (12) months, automatically renewable for successive one-year periods unless either party gives 60-days’ prior notice of non-renewal.

● The Company will pay total consideration of $600,000, consisting of (i) a cash component of $250,000 payable upon execution and (ii) an equity component valued at $350,000, to be settled through the issuance of 35,000 shares of the Company’s common stock valued at $10.00 per share.

● The Agreement provides for a yearly platform fee covering 2.4 million PVML Units (“PUs”) of data-processing capacity, with usage fees for consumption beyond that level.

● Each party retains ownership of its respective intellectual property, and the Company will own all outputs and derivatives generated through its use of the PVML platform.

● The Agreement is governed by the laws of Israel and may be terminated for material breach or insolvency events as set forth therein.

A copy of the executed Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of such document.

Item 7.01 Regulation FD Disclosure

On October 9, 2025, the Company issued a press release announcing its strategic collaboration with PVML to advance secure, real-time AI for mission-critical operations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under Items 7.01 and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		PVML Ltd. Order Form between VisionWave Holdings, Inc. and PVML Ltd., dated October 5, 2025 (effective October 9, 2025).
99.1		Press Release titled “VisionWave Announces Strategic Collaboration with PVML to Advance Secure, Real-Time AI for Mission-Critical Operations,” dated October 9, 2025.
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.

VisionWave Holdings Inc.

By: /s/ Doug Davis

Name: Doug Davis

Title: Executive Chairman

Date: October 9, 2025

FAQ

What did VisionWave (VWAV) agree to under the PVML platform contract?

The company agreed to a services contract with a 12-month initial term that auto-renews, including a yearly platform fee covering 2.4 million PVML Units and ownership of outputs generated via the platform.

How much will VisionWave (VWAV) pay for the PVML platform?

Total consideration is $600,000, comprising $250,000 cash on execution and an equity component valued at $350,000.

How many shares will VWAV issue as part of the payment?

VWAV will issue 35,000 shares valued at $10.00 per share to satisfy the $350,000 equity component.

Who owns the intellectual property and outputs from the PVML platform?

Each party retains ownership of its pre-existing intellectual property, and the company will own all outputs and derivatives produced from its use of the PVML platform.

What are the key contractual risks investors should monitor for VWAV?

Monitor for usage overages beyond 2.4M PUs that could create extra fees, any amendments to the auto-renewal or termination terms, and cross-border legal issues since the agreement is governed by the laws of Israel.