false
0002038439
0002038439
2025-11-18
2025-11-18
0002038439
VWAV:CommonStockParValue0.01PerShareMember
2025-11-18
2025-11-18
0002038439
VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2025-11-18
2025-11-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 18, 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 18, 2025, VisionWave Holdings, Inc. (the
“Company”) is filing the following unaudited condensed interim financial statements of its wholly-owned subsidiary, VisionWave
Technologies Inc., a Nevada corporation (“VisionWave Technologies”), for the three months ended June 30, 2025 and 2024:
| ● | Condensed Balance Sheets as of June 30, 2025 (Unaudited) and March 31, 2025 |
| ● | Unaudited Condensed Statements of Operations for the three months ended June 30, 2025 and 2024 |
| ● | Unaudited Condensed Statements of Changes in Stockholder’s Deficit for the three months ended June
30, 2025 and 2024 |
| ● | Unaudited Condensed Statements of Cash Flows for the three months ended June 30, 2025 and 2024 |
| ● | Notes to Unaudited Condensed Financial Statements |
The Company is also filing the following audited financial
statements of VisionWave Technologies Inc. (Predecessor) for completeness and reference:
| ● | Report of Independent Registered Public Accounting Firm (PCAOB ID: 587) |
| ● | Balance Sheets as of March 31, 2025 and 2024 |
| ● | Statements of Operations for the year ended March 31, 2025 and for the period from March 20, 2024 (inception)
to March 31, 2024 |
| ● | Statements of Changes in Stockholders’ Equity (Deficit) for the year ended March 31, 2025 and for
the period from March 20, 2024 (inception) to March 31, 2024 |
| ● | Statements of Cash Flows for the year ended March 31, 2025 and for the period from March 20, 2024 (inception)
to March 31, 2024 |
| ● | Notes to Audited Financial Statements |
The foregoing financial statements are filed herewith
as Exhibit 99.1 and are incorporated herein by reference.
The information in this Item 8.01 and the exhibit
attached hereto as Exhibit 99.1 are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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 |
| 99.1 |
Unaudited Condensed Interim Financial Statements of VisionWave Technologies Inc. for the three months ended June 30, 2025 and 2024, together with Audited Financial Statements of VisionWave Technologies Inc. (Predecessor) as of and for the year ended March 31, 2025 and the period from March 20, 2024 (inception) to March 31, 2024 |
| 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/ Douglas Davis
Name: Douglas Davis
Title: Executive Chairman
Date: November 18, 2025
