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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
17, 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 17, 2026, VisionWave Holdings, Inc. (the
“Company”) entered into a Statement of Work (the “SOW”) with a third-party vendor for the development, validation,
and deployment of a custom qSpeed-Mine™ Bitcoin mining acceleration and orchestration platform. The SOW has a total contract value
of $10.0 million and represents a commitment for custom software and systems development to enhance the Company’s Bitcoin mining
operations.
Scope and Structure
The SOW provides for the design, validation, and deployment
of a production-grade software acceleration layer, fleet orchestration/control plane, observability tools, security hardening, and deployment
engineering optimized for Bitcoin (SHA-256d) mining across up to approximately 1,000 nodes/machines. The engagement is structured with
objective technical milestones and acceptance criteria, and payments are contingent upon successful delivery and acceptance of each milestone.
The expected program duration is approximately 32 weeks.
Payment Milestones
The SOW provides for the following milestone-based
payment structure:
| · | $350,000 was paid upon execution of the SOW; |
| · | Approximately $1.0 million is payable through completion and acceptance of the proof-of-concept (“POC”)
milestone; |
| · | Approximately $6.0 million is payable upon completion and acceptance of successive intermediate milestones,
including scaled deployment and operational validation; and |
| · | Approximately $3.0 million is payable upon final delivery and full program acceptance. |
If milestone execution proceeds as planned, the SOW
is structured to generate not less than the full $10.0 million in revenue during calendar year 2026, subject to milestone completion and
acceptance of which there is no guarantee. Revenue is expected to be recognized in accordance with applicable accounting standards based
on milestone achievement and acceptance.
Additional Terms
All deliverables under the SOW are owned by the Company,
reinforcing the Company’s proprietary rights in the QuantumSpeed™ platform. The SOW does not obligate the counterparty to
continue beyond accepted milestones and does not include minimum purchase or volume commitments beyond the defined milestone structure.
The foregoing description of the SOW does not purport
to be complete and is qualified in its entirety by reference to the full text of the SOW, which is filed as Exhibit 10.1 to this Form
8-K Current Report.
Forward-Looking Statements
This current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements regarding expected program timelines, milestone execution, anticipated revenue recognition, expected performance
and efficiency outcomes, scalability and commercialization of the Company’s QuantumSpeed™ platform, and potential expansion
into additional markets and use cases. Forward-looking statements are based on management’s current expectations and assumptions
and are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the successful
execution and acceptance of contractual milestones, realized technical performance outcomes, operational and integration challenges, changes
in customer requirements, market and regulatory conditions, and other risks described in the Company’s filings with the Securities
and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by
law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1* |
Statement of Work between VisionWave Holdings, Inc. and qSpeed Bitcoin LLC dated February 17, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Certain portions of this exhibit have been omitted
because they are not material and the registrant customarily and actually treats that information as private or confidential.
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 17, 2026 |
|
| |
|
| VisionWave Holdings, Inc. |
|
| |
|
| By: |
/s/ Douglas Davis |
|
| Name: |
Douglas Davis |
|
| Title: |
Interim Chief Executive Officer |
|
