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)
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☒ |
(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 |
