VisionWave and T3 Defense in $2.66M share swap
Rhea-AI Filing Summary
VisionWave Holdings, Inc. entered into a Share Exchange and Swap Agreement with Nasdaq-listed T3 Defense Inc. Under this deal, VisionWave issued 475,492 new shares of its common stock to T3 Defense in exchange for 6,000,000 newly issued T3 Defense common shares.
The VisionWave shares were valued at the Nasdaq closing price of $5.590 per share on May 15, 2026, for an aggregate value of about $2.658 million. These VisionWave shares are being issued as restricted securities in a private placement under Section 4(a)(2) of the Securities Act and are subject to customary legends and additional contractual transfer restrictions requiring prior written consent from both parties.
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8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
VisionWave shares issued: 475,492 shares
T3 Defense shares received: 6,000,000 shares
Issue price per VWAV share: $5.590 per share
+3 more
6 metrics
VisionWave shares issued
475,492 shares
VWAV Exchange Shares delivered to T3 Defense Inc.
T3 Defense shares received
6,000,000 shares
Newly issued T3 Defense common stock received by VisionWave
Issue price per VWAV share
$5.590 per share
Nasdaq closing price on May 15, 2026
Aggregate value of VWAV shares
approximately $2.658 million
Value of 475,492 VWAV shares issued to T3 Defense
Common stock par value
$0.01 per share
VisionWave common stock par value
Warrant exercise price
$11.50 per share
Exercise price for each redeemable warrant
Key Terms
Share Exchange and Swap Agreement, restricted securities, Rule 144, Section 4(a)(2), +1 more
5 terms
restricted securities regulatory
"The VWAV Exchange Shares to be issued as “restricted securities” within the meaning of Rule 144"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
Rule 144 regulatory
"restricted securities within the meaning of Rule 144 under the Securities Act of 1933"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
Section 4(a)(2) regulatory
"a private placement exempt from registration under Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
private placement financial
"in a private placement exempt from registration under Section 4(a)(2) of the Securities Act"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did VisionWave Holdings (VWAV) announce with T3 Defense Inc.?
VisionWave entered a Share Exchange and Swap Agreement with T3 Defense Inc. VisionWave issued 475,492 new common shares and received 6,000,000 newly issued T3 Defense common shares in return, creating a cross-shareholding position between the two Nasdaq-listed companies.
AI-generated analysis. How Rhea-AI works. Not financial advice.
