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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): November
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 8.01 Other Events
On November 5, 2025, VisionWave Holdings
Inc. (Nasdaq: VWAV)(the “Company”) announced that it has filed formal complaints with Nasdaq MarketWatch and FINRA Market
Regulation concerning apparent irregular and potentially manipulative trading activity in the Company’s common stock observed during
November 3–4, 2025.
The Company provided both regulators with detailed supporting evidence, including timestamped Level II order book data reflecting abnormal
quoting patterns and rapidly changing order sizes across multiple market venues. The Company has requested that Nasdaq and FINRA conduct
an expedited investigation to determine whether certain market participants engaged in spoofing, layering, or other prohibited practices
intended to distort trading in the Company’s shares.
In addition, the Company identified three market makers that appeared to participate in the abnormal quoting activity and has formally
placed each of them on notice. One of the identified market makers has already responded to the Company, confirming that it has commenced
an internal review, to which the Company has provided the documented evidence collected.
Separately, the Company has interviewed three national law firms specializing in securities litigation and expects to select counsel imminently
to initiate a civil complaint seeking to recover damages caused by the market activity.
The Company will continue to cooperate fully with regulators and intends to pursue all available remedies to protect its shareholders
and ensure the integrity of trading in its securities.
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/ Douglas Davis |
|
| |
|
| Name: Douglas Davis |
|
| |
|
| Title: Executive Chairman |
|
| |
|
| Date: November 5, 2025 |
|
