VisionWave Holdings, Inc SEC Filings

VisionWave Holdings announced new employment agreements for three senior executives that set base salaries, multi-tiered increases tied to revenue milestones, annual performance bonus targets linked to company net revenue or net income, equity option grants, standard benefits and four weeks paid vacation. Severance on termination without cause or for good reason is the greater of $600,000 or two times base salary, payable within six months subject to a general release. Change-in-control provisions accelerate vesting of outstanding equity awards and make severance payable if termination follows the change in control within three months. Agreements include standard termination-for-cause, death and disability provisions with limited payments.

VisionWave Holdings, Inc. files an S-1 registration statement containing operational milestones, financing arrangements, related-party indebtedness and condensed financials. The company secured a paid pilot for its detection system in the UAE for $216,150 with demonstration expected in Q1 2025, shipped a $30,000 purchase order (shipped Feb 24, 2025) and was formally approved as a vendor by DRS. VisionWave entered a non-binding MOU with an RCWS manufacturer to pursue U.S. market opportunities. Financing arrangements include a $50.0 million SEPA commitment from YA II (200,000 commitment shares issued) and multiple investor interests: Investor A pushing a $2.0 million draw plus the $50M equity line, Investor B offering $2.0 million in $300k tranches, and Investor C working to finalize an $18.0 million ELOC and a $5.0 million pre-paid advance. Material obligations include unsecured promissory notes to Evie of $1,003,995 and an aggregate of $2,019,200 owed to the Sponsor and affiliates (promissory notes, fees, advances) with certain amounts deferred. Management compensation and equity: named executives have stepped salary schedules tied to revenue triggers and were granted options (2,000,000 each to Davis and Kenig; 500,000 to Rittman). As of March 31, 2025, VisionWave reported an accumulated deficit of $564,685, a working capital deficit of $313,421, and used $56,647 in operating activities. The filing discloses transaction costs of approximately $300,000 related to the proposed Business Combination and limits on YA II share ownership to 4.99%.

VisionWave Holdings, Inc. reported a material event via Form 8-K concerning a Strategic Joint Venture Agreement dated August 25, 2025. The filing names the other parties as AIPHEX LTD, GBT Tokenize Corp., and GBT Technologies, Inc., and lists ownership interests of the venture as 46.76% by the Company, 46.76% by AIPHEX, 6.08% by TOKENIZE, and 0.40% by GBT. The filing also identifies the company's equity structure items shown: Common Stock, par value $0.01 per share, and Redeemable Warrants exercisable for one share at an $11.50 exercise price. Exhibit 10.1 is the Strategic Joint Venture Agreement and the cover page iXBRL file is included.

VisionWave Holdings, Inc. reported interim results showing continued SPAC-stage activity without operating revenue disclosure. The company completed a 6,900,000 Unit IPO raising $69.0 million, placed approximately $69.69 million of proceeds into a Trust Account (later moved to an interest-bearing demand deposit), and issued 406,000 Private Placement Units for $2.46 million plus cancellation of sponsor debt. Significant redemptions reduced public shares and trust balances over multiple extension periods, with approximately $72.6 million removed from the Trust Account following redemptions and $972,722 recorded as redemptions payable as of June 30, 2025.

The balance sheet reflects related-party liabilities of $2.15 million and promissory notes to Evie of $1.003,995. The company recorded a 1% excise tax liability of $913,292 (including interest/penalties) related to repurchases. Private warrants (406,000) are classified as a liability and remeasured at fair value. The company disclosed working capital deficits, extension contributions by sponsors, and multiple financing arrangements including July 2025 Notes, a Pre-Paid Advance, and a SEPA with convertible/convertible-note features.

VisionWave Holdings submitted a Form 12b-25 notifying the SEC it cannot timely file its quarterly report for the fiscal quarter ended June 30, 2025. The company says it needs more time to compile and analyze information, complete financial statements, finalize required disclosures and allow review by its independent auditors. VisionWave expects to file the report as soon as practicable and no later than the fifth calendar day after the prescribed due date and states that all other periodic reports have been filed.