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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): May
12, 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 May 12, 2026, VisionWave Israel Ltd. (“VW Israel”), a wholly
owned subsidiary of VisionWave Holdings Inc. (“VisionWave” or the “Company”), entered into a definitive Share
Purchase and Shareholders Agreement (the “Agreement”) with Mr. Ian Paklida (the “Seller”), pursuant to which VW
Israel agreed to acquire 60% of the issued and outstanding equity interests of VIP Lux Travel Ltd. and PKLST Tourism and Leisure Ltd.,
both Israeli corporations (collectively, the “Target Companies”).
The Agreement is definitive; however, the transaction has not yet closed.
Under the terms of the Agreement, the consideration for the acquisition
of the Target Companies will be the issuance of shares of common stock of the Company, subject to the satisfaction of various conditions
precedent and regulatory approvals.
The Agreement contemplates an aggregate transaction value of up to approximately
15 million NIS, payable in the Company shares valued at approximately USD $3 million. The number of shares to be issued will be 513,752
shares of common stock of the Company representing $6.02 cost per share.
The Agreement includes customary representations, warranties, covenants,
indemnification provisions, confidentiality obligations, lock-up restrictions, and closing conditions. Closing remains subject to, among
other things:
| · | completion of legal, financial, and operational due diligence; |
| · | receipt of all required corporate and regulatory approvals; |
| · | applicable tax rulings and/or approvals in Israel; |
| · | execution and delivery of final ancillary closing documents; and |
| · | satisfaction or waiver of other customary closing conditions. |
Until the closing occurs, there can be no assurance that the
acquisition will be consummated on the terms currently contemplated, or at all.
The Company intends to evaluate strategic opportunities relating
to the Target Companies’ operations and potential integration into VisionWave’s broader international business activities.
The foregoing description of the Agreement does not purport to
be complete and is qualified in its entirety by reference to the full Agreement, a copy of which the Company intends to file as an exhibit
to a subsequent amendment to this Current Report or to another applicable filing, subject to confidential treatment and redaction rights,
if applicable.
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: May 15, 2026 |
|
| |
|
| VisionWave Holdings, Inc. |
|
| |
|
| By: |
/s/ Douglas Davis |
|
| Name: |
Douglas Davis |
|
| Title: |
Chief Executive Officer |
|
