VisionWave proposes $7M deal for 51% of EPSERVICE
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Rhea-AI Filing Summary
VisionWave Holdings, Inc. (VWAV) entered a non-binding letter of intent to acquire Metal Machinery Components Trading – FZCO’s (MMC) entire 51% participatory interest in EUROPOSTACHSERVICE LLC (EPSERVICE) for $7 million in cash. The consideration would be paid to MMC in one installment 90 calendar days after closing; no portion would go to EPSERVICE, and no VisionWave equity securities would be issued. VisionWave expects to fund the payment from future financing transactions that have not been arranged.
Execution of a definitive agreement and closing are subject to satisfactory legal, financial and technical due diligence, confirmation of EPSERVICE’s intellectual-property ownership, sanctions screening, a satisfactory live flight demonstration in Ukraine, required regulatory approvals and VisionWave board approval. The LOI’s acquisition terms are non-binding; its exclusivity, confidentiality, expenses and governing-law provisions are binding.
EPSERVICE would retain ownership of its technology in Ukraine. Any transfer of export-controlled technology to VisionWave or outside Ukraine requires Ukrainian authorization, and access, use or commercialization outside Ukraine depends on authorizations that have not been obtained. VisionWave has not independently verified the technology and plans technical diligence, including a live flight demonstration.
Filing Explained
The binding exclusivity term runs no longer than sixty days from November ninth and includes a conditional fifty-thousand-dollar fee payable to VisionWave.
The filing reports only a non-binding proposal to acquire a 51% interest for
Separately, the LOI’s seller exclusivity promise is binding until the earlier of closing or 60 days after November 9, and a breach would trigger a
8-K Event Classification
Key Figures
Key Terms
participatory interest financial
definitive agreement financial
Ukrainian export control regulatory
ICMM system technical
FPV drone technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is VisionWave (VWAV) proposing to pay for EPSERVICE?
What is the timeline under VisionWave’s EPSERVICE LOI?
What board rights would VisionWave receive under the proposed EPSERVICE deal?
How long does the EPSERVICE LOI’s exclusivity provision last?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 8.01. Other Events.
On November 9, 2026, VisionWave Holdings, Inc. (the “Company” or “VisionWave”) entered into a non-binding Letter of Intent (the “LOI”) with EUROPOSTACHSERVICE LLC, a limited liability company organized under the laws of Ukraine (“EPSERVICE”), and Metal Machinery Components Trading – FZCO, a free zone company organized under the International Free Zone Authority, Dubai, United Arab Emirates (“MMC” and, together with EPSERVICE, the “Seller Parties”), regarding the proposed acquisition by VisionWave, through a wholly owned acquisition subsidiary to be designated by VisionWave, of a 51% participatory interest in the charter capital of EPSERVICE (the “Proposed Transaction”). MMC is identified in the LOI as the holder of the 51% interest proposed to be acquired. Other than in respect of the LOI, there is no material relationship between the Company or any of its affiliates and either of the Seller Parties.
Proposed Transaction Terms
Under the LOI, VisionWave proposes to acquire MMC’s entire 51% participatory interest in EPSERVICE for aggregate cash consideration of $7,000,000 (the “Cash Consideration”), payable to MMC in a single installment 90 calendar days after the closing of the Proposed Transaction (the “Closing”). No portion of the Cash Consideration would be paid to EPSERVICE. No VisionWave common stock, preferred stock, warrants, options or other equity securities would be issued as consideration. The remaining 49% of the charter capital of EPSERVICE would continue to be held by the existing participant(s) of EPSERVICE other than MMC. VisionWave would have the right to appoint the director of EPSERVICE and, if a supervisory board is established, a majority of its members, in accordance with EPSERVICE’s charter and the Law of Ukraine “On Limited and Additional Liability Companies.” The Company expects to fund the Cash Consideration from the proceeds of future financing transactions, which have not been arranged.
Description of EPSERVICE Technology
EPSERVICE is a Ukrainian company engaged in the development and integration of unmanned aerial systems. The principal technology identified in the LOI is the ICMM system for control of a carrier or “mothership” unmanned aerial vehicle, together with FPV drone control technology, software, algorithms, firmware and associated intellectual property rights (collectively, the “EPSERVICE Technology”). The Company has not independently verified the capabilities, performance or ownership of the EPSERVICE Technology, each of which is subject to the Company’s due diligence described below.
The LOI provides that EPSERVICE owns and will retain ownership of the EPSERVICE Technology, and that nothing in the LOI constitutes or requires any transfer of the EPSERVICE Technology to VisionWave or outside Ukraine. The scope of the intellectual property owned by EPSERVICE, including which rights are registered and which are unregistered, is to be confirmed in due diligence and described in the definitive agreement.
Conditions and Regulatory Matters
Under the LOI, execution of a definitive agreement and the Closing are subject to, among other things: satisfactory completion of legal, financial and technical due diligence on EPSERVICE, with technical due diligence to be conducted in Ukraine; confirmation of EPSERVICE’s ownership of its intellectual property; satisfactory sanctions screening of the Seller Parties and their key personnel; satisfactory completion of a live flight demonstration of the ICMM system in Ukraine; receipt of all regulatory approvals required to close; and approval of the Proposed Transaction by the Company’s Board of Directors. The Seller Parties’ obligations are subject to satisfactory completion of due diligence on the Company and confirmation of the Company’s Nasdaq listing status.
The EPSERVICE Technology is subject to Ukrainian export control under the Law of Ukraine No. 549-IV and the special regime applicable during martial law. The LOI provides that the Closing will not be conditioned upon any authorization of the State Service of Export Control of Ukraine (“DSECU”); that following the Closing no technology, software, technical documentation or technical assistance subject to export control may be transferred to VisionWave, its affiliates or outside Ukraine except under the required DSECU authorization; and that any refusal, delay or limitation of such authorization, and any change in Ukrainian law or regulatory practice adopted during martial law, will not constitute a breach by the Seller Parties. Accordingly, even if the Proposed Transaction is completed, the Company’s ability to access, use or commercialize the EPSERVICE Technology outside Ukraine will depend on authorizations that have not been obtained and that may not be obtained on a timely basis or at all.
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Binding and Nonbinding Provisions
The LOI includes binding exclusivity, confidentiality, expenses, governing law and termination provisions. From the date of the LOI until the earlier of the Closing or 60 days after the date of the LOI, the Seller Parties may not, directly or indirectly, solicit, negotiate, enter into or encourage discussions regarding any alternative transaction involving the sale or transfer of any equity interest in EPSERVICE or any intellectual property or material assets of EPSERVICE, and the LOI provides for a $50,000 break-up fee payable to VisionWave in the event of a breach of the exclusivity obligations. The LOI contemplates execution of a definitive agreement within 45 days after the date of the LOI and the Closing within 30 days thereafter, provided that in no event may the Closing occur more than 120 days after the date of the LOI. The LOI terminates upon the earliest of the execution of a definitive agreement, written notice of termination by any party if a definitive agreement is not executed within 45 days after the date of the LOI, or any condition precedent becoming incapable of satisfaction. Each party bears its own expenses, and the LOI is governed by the laws of the State of Delaware. Except for the expressly binding provisions, the provisions of the LOI, including the proposed transaction structure, consideration and conditions, are non-binding statements of intent that do not obligate any party to consummate the Proposed Transaction. The terms of any definitive agreement may differ materially from those described in the LOI, and there can be no assurance that a definitive agreement will be executed or that the Proposed Transaction will be completed on the terms described herein, on a timely basis or at all.
The foregoing description of the LOI is a summary of its material terms and does not purport to be complete. The LOI is not being filed as an exhibit to this Current Report on Form 8-K.
On November 12, 2026, the Company issued a press release announcing the execution of the LOI. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Proposed Transaction, the negotiation and execution of a definitive agreement, the satisfaction of closing conditions, the anticipated timing of the Closing, the funding of the Cash Consideration, the capabilities and ownership of the EPSERVICE Technology and the receipt of export control and other regulatory authorizations. Words such as “proposes,” “expects,” “intends,” “contemplates,” “would,” “may,” “will” and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including: the risk that the parties do not execute a definitive agreement or that the Proposed Transaction is not completed on the terms described in the LOI, on a timely basis or at all; the outcome of the Company’s due diligence, the live flight demonstration and sanctions screening; the Company’s ability to fund the Cash Consideration; the risk that DSECU or other authorizations necessary to access, use or commercialize the EPSERVICE Technology outside Ukraine are delayed, limited or not obtained; the effects of the ongoing armed conflict and martial law in Ukraine on EPSERVICE’s operations, personnel and assets; currency control and other restrictions on the repatriation of funds from Ukraine; the rights of the other participant(s) in EPSERVICE under Ukrainian law and EPSERVICE’s charter; and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press release of VisionWave Holdings, Inc., dated November 12, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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. | |
| Date: November 12, 2026 |
By: /s/ Douglas Davis Name: Douglas Davis Title: Chief Executive Officer and Executive Chairman |
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EXHIBIT 99.1
VisionWave Holdings Signs Non-Binding Letter of Intent to Acquire Controlling Interest in Ukrainian Unmanned Systems Technology Company EPSERVICE
Proposed $7 million all-cash acquisition of a 51% interest in the Ukrainian developer of the ICMM mothership drone control system; transaction subject to due diligence, a live flight demonstration in Ukraine, a definitive agreement, Board approval and regulatory conditions
WEST HOLLYWOOD, CA — November 12, 2026 — VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave” or the “Company”), a technology company focused on advanced defense, autonomous systems and related technologies, today announced that it has entered into a non-binding Letter of Intent (“LOI”) with EUROPOSTACHSERVICE LLC (“EPSERVICE”), a Ukrainian limited liability company engaged in the development and integration of unmanned aerial systems, and Metal Machinery Components Trading – FZCO (“MMC”), a Dubai free zone company that holds 51% of EPSERVICE, regarding the proposed acquisition by VisionWave of MMC’s 51% participatory interest in the charter capital of EPSERVICE.
If completed, the proposed transaction would give VisionWave a majority equity interest in a Ukrainian company developing integrated unmanned aerial vehicles, carrier-based drone systems and related control and communications technologies. EPSERVICE’s technology would remain owned by EPSERVICE and located in Ukraine, and any transfer of controlled technology to VisionWave or outside Ukraine would require authorization from the State Service of Export Control of Ukraine, which has not been sought or obtained.
ICMM: An Airborne Platform for Integrated Drone Operations
According to EPSERVICE, at the center of EPSERVICE’s technology portfolio is its ICMM ([Intelligent Control Module for Motherships]) system, an architecture designed to enable a larger unmanned aircraft, commonly referred to as a “mothership,” to carry and coordinate smaller first-person-view (FPV) drones.
EPSERVICE states that the platform combines carrier aircraft technology, onboard electronics, flight-control software, communications systems and FPV drone integration into a coordinated unmanned aerial system.
According to EPSERVICE management, its current configuration supports one carrier aircraft and one FPV drone simultaneously. EPSERVICE states that the underlying architecture was designed with scalability for additional sub-drones, subject to mission requirements and further technical validation.
EPSERVICE states that the carrier platform is designed around reusable composite aircraft construction and electric propulsion, with integrated reconnaissance and communications capabilities.
EPSERVICE has provided VisionWave with flight test video evidence and reports that the platform has undergone flight testing in Ukraine. VisionWave has not independently verified these statements and intends to conduct technical due diligence in Ukraine, including a live flight demonstration of the ICMM system, before entering into a definitive agreement.
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Image: ICMM carrier and FPV drone integration (image provided by EPSERVICE)
Advanced Communications, Autonomy and Engineering
According to EPSERVICE, its development activities also include technologies associated with:
| · | Integrated unmanned aircraft control: Hardware and software designed to coordinate carrier aircraft and smaller drones. |
| · | Protected communications: Communications architectures intended to improve operational continuity in challenging electromagnetic environments. |
| · | Autonomous navigation: Flight-control software supporting waypoint-based aircraft navigation and mission execution. |
| · | Reusable electric aircraft: Composite unmanned platforms designed for repeated operation. |
These capabilities are at different stages of development and validation. All descriptions of EPSERVICE and its technology in this press release are based on information provided by EPSERVICE management, have not been independently verified by VisionWave, and remain subject to VisionWave’s due diligence.
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Image: EPSERVICE carrier aircraft during field testing (image provided by EPSERVICE)
Proposed Transaction
Under the LOI, VisionWave proposes to acquire MMC’s entire 51% participatory interest in EPSERVICE for $7 million in cash, payable to MMC in a single installment 90 days following closing. No portion of the purchase price would be paid to EPSERVICE. The proposed acquisition does not involve the issuance of VisionWave common stock, preferred stock, warrants or other equity securities. VisionWave expects to fund the purchase price from the proceeds of future financing transactions, which have not been arranged.
Following completion, VisionWave would hold a majority interest in EPSERVICE, while the existing participants of EPSERVICE other than MMC would retain the remaining 49%. VisionWave would have the right to appoint the director of EPSERVICE in accordance with EPSERVICE’s charter and Ukrainian law.
Under the LOI, EPSERVICE would continue to own its intellectual property, and nothing in the LOI requires any transfer of EPSERVICE’s technology to VisionWave or outside Ukraine. EPSERVICE’s technology is subject to Ukrainian export control, including the special regime in effect during martial law. Closing would not be conditioned on any authorization from the State Service of Export Control of Ukraine, and following closing no controlled technology, software, technical documentation or technical assistance could be transferred to VisionWave, its affiliates or outside Ukraine without that authorization. There can be no assurance that any such authorization will be obtained, and VisionWave’s ability to use or commercialize EPSERVICE’s technology outside Ukraine will depend on it.
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The LOI is non-binding with respect to the proposed acquisition, other than customary exclusivity, confidentiality, expense and governing-law provisions. Execution of a definitive agreement and closing are subject to, among other things, satisfactory completion of legal, financial and technical due diligence; confirmation of EPSERVICE’s ownership of its intellectual property; sanctions screening; a satisfactory live flight demonstration of the ICMM system in Ukraine; receipt of required regulatory approvals; and approval by VisionWave’s Board of Directors. The LOI contemplates execution of a definitive agreement within 45 days and closing within 30 days thereafter, and in no event later than 120 days after the date of the LOI. There can be no assurance that a definitive agreement will be executed or that the proposed transaction will be completed on these terms, on this timeline or at all.
Strategic Rationale
VisionWave believes the proposed investment could complement its broader strategy of developing and integrating advanced autonomous systems, software and defense-related technologies.
The Company sees potential long-term opportunities in combining EPSERVICE’s engineering experience with VisionWave’s existing technology development and integration initiatives, subject to receipt of Ukrainian export-control and other regulatory authorizations and successful completion of the transaction.
About EPSERVICE
EUROPOSTACHSERVICE LLC, operating as EPSERVICE, is a privately held Ukrainian company engaged in the development and integration of unmanned systems technology. Its principal technology platform is ICMM, a carrier-based unmanned aerial system integrating flight-control electronics, FPV drone control, software, firmware and communications technology.
About VisionWave Holdings, Inc.
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a technology company developing dual-use unmanned systems, autonomous capabilities, and advanced sensing solutions for defense, security, and commercial applications. Its portfolio includes the VARAN unmanned ground vehicle (UGV) platform and a suite of unmanned aerial vehicles (UAVs) and drone solutions, supported by sensing, perception, and autonomy technologies. Through technology development and strategic partnerships, VisionWave aims to deliver integrated ground and aerial systems that enhance situational awareness, support operational missions, and reduce personnel exposure to risk across military and civilian environments. For more information, visit https://www.vwav.inc.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without limitation, statements regarding the proposed acquisition of an interest in EPSERVICE, the anticipated benefits of the transaction, the capabilities and future development of EPSERVICE’s technology, potential strategic opportunities, the funding of the purchase price, export-control and other regulatory approvals, the timing of a definitive agreement and closing, and the Company’s future plans.
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Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Such risks include the possibility that the parties will not execute a definitive agreement or complete the proposed transaction on the terms described, on a timely basis or at all; the inability to satisfy closing conditions, including the live flight demonstration and sanctions screening; the results of technical, financial or legal due diligence; the risk that Ukrainian export-control authorizations necessary to access, use or commercialize EPSERVICE’s technology outside Ukraine are delayed, limited or not obtained; the effects of the ongoing armed conflict and martial law in Ukraine on EPSERVICE’s operations, personnel and assets; currency-control and other restrictions on the repatriation of funds from Ukraine; the rights of the other participants in EPSERVICE under Ukrainian law and EPSERVICE’s charter; uncertainty regarding the commercialization, performance and intellectual property protection of EPSERVICE’s technologies; the availability of financing to fund the purchase price; and other risks described under “Risk Factors” in VisionWave’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and in VisionWave’s other filings with the Securities and Exchange Commission.
VisionWave undertakes no obligation to update forward-looking statements except as required by applicable law.
Contact for Investors: investors@vwav.inc
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