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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 8, 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 8.01. Other Events.
On September 8, 2026, VisionWave Holdings, Inc. (the
“Company”) received a letter dated September 7, 2026 (the “LPRA Letter”) from the Liberia Petroleum Regulatory
Authority (“LPRA” or the “Authority”), the independent regulatory authority of the Republic of Liberia responsible
for the administration of upstream petroleum operations, notifying the Company that the LPRA Board of Directors had reviewed the findings
of the independent due diligence conducted in connection with the Company’s application for prequalification to participate in a
Production Sharing Contract (“PSC”) under what the LPRA Letter describes as the “Executive Allocation Framework.”
Following its review of the financial, technical,
legal and integrity, and environmental, social and governance assessments, the LPRA Board approved the Company’s prequalification
and formally invited the Company to enter into direct negotiations with the Authority for a PSC. The LPRA Letter does not identify any
block, acreage or other specific area of interest, does not set forth any commercial, fiscal, work-program or other material terms, and
does not grant the Company any exclusivity or any right, title or interest in or to any petroleum block or hydrocarbon resource in Liberia.
The Company has not previously conducted, and does
not currently conduct, oil and gas exploration, development or production operations. The Company has no proved or unproved reserves,
no producing properties, no petroleum licenses and no operating history in the upstream petroleum sector, and has recorded no revenue,
assets or liabilities in respect of the matters described in this Item 8.01.
In reaching its determination, LPRA stated that its
Board recognized, among other matters, the Company’s public-market standing, compliance profile and reported financial resources.
The LPRA Letter further stated that certain matters remain outstanding, including the formalization of the Company’s proposed technical
arrangements, verification of financial capacity, and environmental, social and governance readiness. LPRA stated that it has determined
that these matters will be addressed and resolved in the course of the negotiation process. The Company can give no assurance that it
will be able to resolve these matters to the satisfaction of LPRA on acceptable terms, or at all.
LPRA advised the Company that its technical and legal
teams will be in contact with the Company shortly to schedule an initial negotiation session and to advise the Company as to next steps.
As of the date of this Current Report, no negotiation session has been scheduled and no negotiations have commenced.
The invitation to direct negotiations does not constitute
the execution or award of a Production Sharing Contract, and there can be no assurance that the negotiations will result in the execution
of a definitive PSC or, if executed, as to the timing, scope or ultimate terms thereof. Any PSC would be subject to the negotiation and
execution of definitive documentation and to the satisfaction of applicable requirements of Liberian law, which the Company understands
include execution on behalf of the Republic of Liberia by the responsible ministries, approval by the President of the Republic of Liberia
and ratification by the National Legislature of Liberia. The Company would also be required to demonstrate to LPRA the technical capability,
financial capacity and environmental, social and governance readiness described above, and to obtain substantial additional capital, before
any petroleum operations could be conducted. The capital required to fund exploration and development activities under any PSC would substantially
exceed the Company’s existing cash resources, and there can be no assurance that such capital would be available on acceptable terms,
or at all. Any financing obtained for that purpose may be substantially dilutive to the Company’s existing stockholders.
The Company maintains policies and procedures designed
to promote compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other applicable anti-bribery, anti-corruption,
economic sanctions and export control laws, and intends to conduct any negotiations with LPRA and other governmental authorities of the
Republic of Liberia in accordance with those policies and procedures. Any operations in Liberia would nonetheless subject the Company
to political, regulatory, legal, tax, currency, security and economic risks that differ from, and are in addition to, the risks of the
Company’s existing businesses.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit
99.1, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange
Act and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking
statements, and they may be identified by words such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “will,” “would”
and similar expressions. Forward-looking statements in this Current Report include, among others, statements regarding the expected commencement,
conduct, timing and outcome of negotiations with LPRA; the possible negotiation, execution, approval, ratification, terms and performance
of a PSC; the Company’s ability to satisfy the technical, financial and environmental, social and governance matters identified
by LPRA as remaining outstanding; the Company’s ability to obtain the capital required to fund any petroleum operations; and the
Company’s possible entry into the upstream petroleum sector generally.
Forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied, including,
among others: that negotiations may not commence when expected, may be delayed, suspended or terminated, or may not result in a definitive
PSC; that any PSC may not receive the ministerial execution, presidential approval or legislative ratification required under Liberian
law, or may be challenged or rescinded; that the terms of any PSC may be materially less favorable than the Company anticipates; that
the Company may be unable to demonstrate the technical capability, financial capacity or environmental, social and governance readiness
required by LPRA; the Company’s lack of reserves, producing properties and operating history in the upstream petroleum sector; the
Company’s need for substantial additional capital, the availability of such capital and the dilution associated with raising it;
the Company’s liquidity and its ability to continue as a going concern; risks of operating in Liberia, including political, security,
legal, tax, currency, corruption, sanctions and export control risks and compliance with the U.S. Foreign Corrupt Practices Act of 1977,
as amended; commodity price volatility and exploration, development and operating risk; the diversion of management attention and financial
resources from the Company’s existing businesses; the Company’s continued compliance with the listing requirements of The
Nasdaq Stock Market LLC; and the other risks and uncertainties described under “Risk Factors” in the Company’s Annual
Report on Form 10-K and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and
Exchange Commission. Forward-looking statements speak only as of the date of this Current Report, 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.
| 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 and Chief Executive Officer |
|
| Date: |
September 14, 2026 |
|
