VisionWave (VWAV) advances $500k loan to C.M. Composite amid strategic talks

Rhea-AI Filing Summary

VisionWave Holdings, Inc. entered into a new financing arrangement connected to a potential strategic transaction. On February 5, the company advanced $500,000 to C.M. Composite Materials Ltd. under a Promissory Note that matures in 24 months, with principal due December 31, 2027. The Note bears no interest unless there is an event of default, when interest would accrue at 5% per year or a lower legal maximum, and it can be prepaid at any time without penalty.

This Note is a binding stand‑alone obligation that is not dependent on any merger or acquisition and brings VisionWave’s cumulative funding to C.M. Composite Materials to approximately $1,100,000. The funds for the loan were provided by Stanley Hills, LLC under a prior Funding Support Agreement. VisionWave also maintains a letter of intent with C.M. Composite Materials for a potential strategic transaction that is still subject to due diligence, definitive agreements, board approval, a valuation and fairness opinion, and other customary conditions, with no assurance that a transaction will close.

Insights

Corporate finance analyst

VisionWave extends $500k note to a potential deal partner while keeping the loan independent of any transaction outcome.

VisionWave advanced $500,000 to C.M. Composite Materials Ltd. via a 24‑month Promissory Note that carries no interest unless a default occurs, when a 5% annual rate would apply or a lower legal cap. The structure keeps funding costs low under normal circumstances.

The Note is explicitly described as a stand‑alone, binding obligation, not contingent on any acquisition or merger. That means VisionWave remains a creditor for the full principal regardless of whether a strategic deal is completed. Cumulative advances to C.M. Composite Materials now total approximately $1,100,000, funded through a prior agreement with Stanley Hills, LLC.

Separately, VisionWave continues to explore a potential strategic transaction under a letter of intent with C.M. Composite Materials. The text highlights multiple conditions such as due diligence, definitive agreements, board approval, and a valuation and fairness opinion, and states there is no assurance a transaction will be consummated. Actual impact therefore depends on future approvals and negotiations that are not yet determined.

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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): February 4, 2026

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 February 5, 2026, VisionWave Holdings, Inc. (the “Company”) advanced principal in the amount of $500,000 to C.M. Composite Materials Ltd., an Israeli corporation (“CM”). In connection with the advance, CM delivered a Promissory Note to the Company (the “Note”). The Note has a 24-month maturity, with the outstanding principal due and payable on December 31, 2027, unless repaid earlier. The Note does not bear interest unless an event of default occurs, in which case interest accrues at a rate of 5% per annum, or the maximum rate permitted by applicable law, if lower. The Note may be prepaid at any time without premium or penalty. The proceeds of the Note were funded on February 4, 2026. The Note constitutes a binding and enforceable obligation of CM. The Note is a stand-alone financial obligation and is not contingent upon the completion of any acquisition, merger, or other strategic transaction.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibits 10.1, to this Current Report on Form 8-K and incorporated herein by reference. The cumulative notes that have been funded by the Company to CM is approximately $1,100,000. The funds used by the Company to fund the loan were provided by Stanley Hills, LLC pursuant to the Funding Support Agreement entered between the Company, VisionWave Technologies, Inc. and Stanley Hills, LLC dated March 31, 2025.

Item 8.01 Other Events

The Company has entered into a letter of intent, as amended, with CM regarding a potential strategic transaction. Any such transaction remains subject to, among other things, completion of due diligence, negotiation and execution of definitive agreements, approval by the Company’s board of directors, receipt of a valuation and fairness opinion, and the satisfaction of other customary closing conditions. There can be no assurance that any such transaction will be consummated. The Note described herein remains fully enforceable regardless of whether any contemplated transaction is completed.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Promissory Note dated February 4, 2026, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd.

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: February 6, 2026
VisionWave Holdings, Inc.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Interim CEO

FAQ

What agreement did VisionWave Holdings (VWAV) enter into with C.M. Composite Materials?

VisionWave advanced $500,000 to C.M. Composite Materials Ltd. under a Promissory Note with a 24‑month maturity. Principal is due on December 31, 2027, creating a short‑term lending relationship tied to a potential strategic partner.

What are the key terms of VisionWave’s new $500,000 Promissory Note?

The Promissory Note has a 24‑month term, with principal due December 31, 2027. It bears no interest unless an event of default occurs, when interest accrues at 5% per annum or a lower legally permitted rate, and it can be prepaid without penalty.

How much has VisionWave Holdings funded in total to C.M. Composite Materials?

After this latest advance, VisionWave’s cumulative notes funded to C.M. Composite Materials are approximately $1,100,000. This figure reflects multiple funding transactions and signals an ongoing financial relationship with the potential strategic counterparty.

Who provided the funds for VisionWave’s loan to C.M. Composite Materials?

The funds VisionWave used to make the $500,000 loan were provided by Stanley Hills, LLC. This funding occurred under a pre‑existing Funding Support Agreement among VisionWave Holdings, VisionWave Technologies, and Stanley Hills dated March 31, 2025.

Is VisionWave’s $500,000 Promissory Note contingent on a strategic transaction closing?

No. The filing states the Promissory Note is a stand‑alone financial obligation and remains fully enforceable regardless of whether any acquisition, merger, or other strategic transaction with C.M. Composite Materials is completed.

What is the status of VisionWave’s potential strategic transaction with C.M. Composite Materials?

VisionWave has a letter of intent, as amended, with C.M. Composite Materials regarding a potential strategic transaction. It remains subject to due diligence, definitive agreements, board approval, valuation and fairness opinion, and other customary conditions, with no assurance it will be consummated.