VisionWave (NASDAQ: VWAV) inks crypto treasury deal with CTMG advisory

Rhea-AI Filing Summary

VisionWave Holdings, Inc. has entered into a two-year Consulting Agreement with Crypto Treasury Management Group, LLC to design and help implement a digital asset treasury reserve strategy. CTMG will advise on crypto treasury structure, custodians, possible staking, capital formation with a licensed underwriter, and regulatory and tax compliance.

VisionWave will pay a $50,000 retainer that was advanced before signing, another $50,000 upon execution of binding crypto treasury agreements, a success fee of 17 Bitcoin (or cash equivalent) after deploying at least $20 million into crypto assets, and 250,000 shares of common stock upon closing of the crypto treasury transaction, plus expense reimbursement. The Agreement contemplates a potential capital formation structure of up to $300 million allocated into assets such as Bitcoin and Solana, subject to company approval and market conditions, with a commitment that at least 70% of the crypto treasury be staked for at least two years if the strategy is implemented.

The company aims to replace its current financing structure, using the non-staked portion to fund its defense business and potentially using staked assets to support M&A in the defense arena. The strategy is forward-looking, not assured to close, and remains subject to market volatility, regulatory and Nasdaq listing requirements, and any shareholder or other approvals deemed necessary.

Insights

Crypto and corporate treasury strategy analyst

VisionWave is exploring a large, crypto-based treasury and funding structure with significant conditions and execution risk.

VisionWave has engaged Crypto Treasury Management Group, LLC for a two-year mandate to build a digital asset treasury reserve. The contemplated structure is sizable, with potential capital formation of up to $300 million, and includes allocations to assets such as Bitcoin and Solana if approved. Compensation terms, including a $50,000 retainer, another $50,000 milestone, a success fee of 17 Bitcoin, and 250,000 shares of common stock, indicate a performance-linked advisory engagement tied to deploying at least $20 million into crypto assets.

A key feature is the commitment, if implemented, to stake at least 70% of the crypto treasury for at least two years, which could create yield opportunities but also limits liquidity and heightens exposure to digital asset volatility and protocol risks. The company’s stated intention to use the non-staked portion for its defense business and potentially leverage staked assets for defense-related M&A suggests a shift toward crypto-backed financing for core operations.

The filing repeatedly stresses uncertainty: there is no assurance the transaction will close or proceed on anticipated terms, and implementation is conditioned on regulatory and Nasdaq listing compliance, and potentially shareholder approval as determined by the board or regulators. Execution, market conditions, regulatory developments, and the company’s ability to obtain necessary approvals will determine whether this strategy moves from concept to reality.

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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): September 26, 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 September 26, 2025, VisionWave Holdings, Inc. (the “Company”) finalized and entered into a Consulting Agreement (the “Agreement”) with Crypto Treasury Management Group, LLC (“CTMG”), pursuant to which CTMG will provide advisory and strategic services to assist the Company in establishing a digital asset treasury reserve. The services include, among other things, developing a crypto treasury strategy, recommending custodians, designing staking protocols (if applicable), assisting with capital formation in collaboration with a licensed securities underwriter, and supporting regulatory and tax compliance efforts.

The Agreement has an initial term of two years, subject to earlier termination under certain conditions, including for convenience with 60 days’ notice or for material breach. In consideration for the services, the Company has agreed to pay CTMG: (i) a retainer fee of $50,000 upon signing, which was pre-paid as an advance on September 24, 2025, with an additional $50,000 upon execution of binding definitive agreements related to the crypto treasury transaction; (ii) a success fee of 17 Bitcoin (or cash equivalent) upon successful deployment of at least $20 million into crypto assets for the Company’s treasury; and (iii) 250,000 shares of the Company’s common stock upon closing of the crypto treasury transaction, subject to SEC Rule 144 restrictions and inclusion in future registration statements where applicable. The Company will also reimburse CTMG for pre-approved reasonable expenses.

The Agreement contemplates a potential capital formation structure of up to $300 million, with allocations into crypto assets such as Bitcoin and Solana, subject to the Company’s approval and market conditions; however, there can be no assurance that the transaction will close or that it will be consummated on the anticipated terms or at all. In the event this strategy is successfully implemented, which is not guaranteed and depends on various factors including management’s ability to execute effectively, the Company has committed to staking a minimum of 70% of its crypto treasury assets for at least two years, although such implementation may face challenges or fail to achieve expected outcomes due to market volatility, regulatory changes, or other risks. CTMG will not act as a broker-dealer or engage in activities requiring such registration. The Company, in an effort to replace its current financing structure, intends to structure the transaction and use the non-staked portion as funding for its defense business and potentially leverage the stakeable portion for M&A activity in the defense arena, though these intentions are forward-looking and subject to uncertainties that could prevent or alter their realization.

The Agreement includes standard provisions regarding confidentiality, non-circumvention, independent contractor status, compliance with laws (including securities, AML/KYC, and tax regulations), warranties, indemnification, limitation of liability, and governing law (Delaware).

The proposed adoption of a crypto reserve strategy, including the establishment of a digital asset treasury as contemplated in the Agreement will only be implemented upon obtaining regulatory approval, if any, from relevant authorities, including compliance with Nasdaq listing requirements. Additionally, the implementation of the crypto reserve strategy may require shareholder approval to the extent such approval is deemed necessary by the Company’s board of directors or required by regulatory bodies. The Company will ensure all necessary approvals are obtained prior to the execution of the crypto reserve strategy and will provide further updates as required by law.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Consulting Agreement, dated September 26, 2025, by and between VisionWave Holdings, Inc. and Crypto Treasury Management Group, LLC.
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.

Dated: September 30, 2025
VisionWave Holdings, Inc.
By:	/s/ Noam Kenig
Name:	Noam Kenig
Title:	Chief Executive Officer

FAQ

What agreement did VisionWave Holdings (VWAV) enter into with Crypto Treasury Management Group?

VisionWave entered into a two-year Consulting Agreement with Crypto Treasury Management Group, LLC, under which CTMG will provide advisory and strategic services to help establish a digital asset treasury reserve, including strategy design, custodian recommendations, potential staking protocols, capital formation support with a licensed underwriter, and regulatory and tax compliance assistance.

How will CTMG be compensated under the VisionWave (VWAV) consulting agreement?

CTMG will receive a $50,000 retainer (already advanced) and another $50,000 upon execution of binding definitive agreements related to the crypto treasury transaction, a success fee of 17 Bitcoin (or cash equivalent) after at least $20 million is deployed into crypto assets for VisionWave’s treasury, and 250,000 shares of VisionWave common stock upon closing of the crypto treasury transaction, plus reimbursement of pre-approved reasonable expenses.

What is the size and focus of the potential crypto treasury strategy for VisionWave (VWAV)?

The Agreement contemplates a potential capital formation structure of up to $300 million, with allocations into crypto assets such as Bitcoin and Solana, subject to VisionWave’s approval and market conditions. If successfully implemented, VisionWave has committed to stake at least 70% of its crypto treasury assets for a minimum of two years.

How does VisionWave intend to use the crypto treasury in its core defense business?

VisionWave states that, if the strategy is implemented, it intends to replace its current financing structure and use the non-staked portion of the crypto treasury as funding for its defense business. It also indicates a potential intention to leverage the stakeable portion to support mergers and acquisitions activity in the defense arena, although these intentions are forward-looking and subject to uncertainties.

What conditions and approvals are required before VisionWave’s crypto reserve strategy can be implemented?

Implementation of the crypto reserve strategy is conditioned on obtaining any required regulatory approvals from relevant authorities, including compliance with Nasdaq listing requirements. The filing also notes that shareholder approval may be required if the board of directors or regulatory bodies deem it necessary, and VisionWave commits to securing all necessary approvals before executing the strategy.

What risks and uncertainties does VisionWave (VWAV) highlight regarding its proposed crypto treasury plan?

VisionWave states there can be no assurance that the contemplated transaction will close or be consummated on the anticipated terms or at all. It notes that successful implementation is not guaranteed and could be affected by management’s execution, market volatility, regulatory changes, and other risks, and that the crypto reserve strategy may face challenges or fail to achieve expected outcomes.

Will CTMG act as a broker-dealer in VisionWave’s crypto treasury transactions?

No. The agreement explicitly states that Crypto Treasury Management Group, LLC will not act as a broker-dealer or engage in activities that would require broker-dealer registration. Its role is limited to advisory and strategic services related to the digital asset treasury reserve.