VisionWave Holdings (NASDAQ: VWAV) files 12b-25 delaying March 31, 2026 10-Q

Rhea-AI Filing Summary

VisionWave Holdings, Inc. notified the SEC on that it cannot file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 within the prescribed time and submitted a Form 12b-25 notification. The company states additional time is needed to compile and analyze information, complete financial statements and disclosures, and obtain review by its independent registered public accounting firm. VisionWave expects to file the Form 10-Q as soon as practicable and no later than the fifth calendar day following the prescribed due date. The notification is signed by Erik Klinger, Chief Financial Officer, dated May 15, 2026.

Key Figures

SEC File Number: 001-42741 CUSIP: 927950105 Period Ended: March 31, 2026 +3 more

6 metrics

SEC File Number 001-42741 cover page of Form 12b-25

CUSIP 927950105 cover page of Form 12b-25

Period Ended March 31, 2026 quarter for the Form 10-Q

Expected latest filing fifth calendar day following the prescribed due date Rule 12b-25 compliance statement

Notice Date May 15, 2026 date the notification was signed by the CFO

CFO phone (302) 305-4790 contact for the notification

Key Terms

Form 12b-25, Rule 12b-25, prescribed time period

3 terms

Form 12b-25 regulatory

"The Registrant is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"as soon as practicable and no later than the fifth calendar day following the prescribed due date, in accordance with Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

prescribed time period regulatory

"could not be filed within the prescribed time period"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-42741
CUSIP NUMBER: 927950105

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q

For the Transition Period Ended: ____________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ____________________

PART I — REGISTRANT INFORMATION

Full Name of Registrant: VisionWave Holdings, Inc.

Former Name if Applicable: ____________________

Address of Principal Executive Office (Street and Number): 300 Delaware Ave., Suite 210 #301

City, State and Zip Code: Wilmington, DE 19801

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒ (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. Additional time is required for the Registrant to compile and analyze certain information and documentation, complete the preparation of its financial statements, and finalize certain disclosures required to be included in the Form 10-Q, as well as to allow for the review by its independent registered public accounting firm. The Registrant currently expects to file the Form 10-Q as soon as practicable and no later than the fifth calendar day following the prescribed due date, in accordance with Rule 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Erik Klinger	(302)	305-4790
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

VisionWave Holdings, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	By: /s/ Erik Klinger
	Title: Chief Financial Officer

FAQ

Why did VisionWave (VWAV) file a Form 12b-25?

The company filed Form 12b-25 because it needs more time to compile and analyze information, complete its financial statements and finalize disclosures, and allow review by its independent registered public accounting firm prior to filing the Form 10-Q.

When is VWAV expected to file the delayed Form 10-Q?

VisionWave expects to file the Form 10-Q as soon as practicable and no later than the fifth calendar day following the prescribed due date, in accordance with Rule 12b-25, per the company’s May 15, 2026 notification.

Who signed the 12b-25 notice for VisionWave (VWAV)?

The notice was signed by Erik Klinger, Chief Financial Officer, and dated May 15, 2026, as the company contact for the late filing notification filed with the SEC under Rule 12b-25.

Does the 12b-25 state VWAV missed other SEC reports in the past 12 months?

The filing includes a checkbox asking whether all other periodic reports required under Section 13 or 15(d) were filed, but the provided excerpt does not identify any other missing reports or list prior delinquencies.

Will VisionWave’s 12b-25 disclose anticipated changes in results for the quarter?

The form asks whether significant changes in results are anticipated versus the prior year period; the excerpt includes the question but does not attach any narrative or quantitative estimate of anticipated changes.