false
0002038439
0002038439
2026-07-22
2026-07-22
0002038439
VWAV:CommonStockParValue0.01PerShareMember
2026-07-22
2026-07-22
0002038439
VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2026-07-22
2026-07-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July
22, 2026
VisionWave
Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-42741 |
|
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 June 12, 2026, VisionWave Holdings, Inc. (the “Company”)
announced that it had entered into a binding term sheet with Lucky Whale Production Limited regarding the proposed formation of a joint
venture to develop a hyperscale Tier IV data center project in Israel.
Following execution of the term sheet, the Company commenced its due diligence
review of the proposed transaction. During that review, the Company identified significant regulatory developments announced by the Israeli
electricity authorities relating to the allocation of electrical generation and grid capacity for new data center projects, including
a temporary suspension of approvals for certain new electricity connections while the applicable authorities evaluate available electrical
capacity and implement a revised allocation framework.
Because reliable electrical infrastructure is a fundamental prerequisite
to the successful development and operation of a hyperscale data center, the Company evaluated the potential impact of these developments
on the proposed project, including their potential effect on project feasibility, timing, financing requirements and overall execution
risk.
Following such evaluation, the Company’s management determined that
continuing to pursue the proposed transaction would not be in the best interests of the Company or its shareholders. Accordingly, the
Company has notified Lucky Whale Production Limited that it has elected not to proceed with the transaction contemplated by the previously
announced term sheet and does not intend to negotiate or execute definitive agreements relating to the proposed project.
The Company’s decision reflects its disciplined approach to capital
allocation and project risk management and was made as part of its due diligence process in light of the foregoing regulatory developments.
The Company continues to actively pursue strategic acquisitions, joint ventures and other opportunities within its defense technology,
aerospace, artificial intelligence and critical infrastructure businesses that management believes will create long-term shareholder value
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.
Date: July 24, 2026
| VISIONWAVE HOLDINGS, INC. |
|
| |
|
| By: |
/s/ Douglas Davis |
|
| Name: |
Douglas Davis |
|
| Title: |
Chief Executive Officer |
|
