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[8-K/A] VisionWave Holdings, Inc. Amends Material Event Report

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8-K/A

Rhea-AI Filing Summary

VisionWave Holdings, Inc. filed an amended Form 8-K to replace and restate the corporate overview presentation originally furnished as Exhibit 99.1 on May 6, 2026. The update makes corrections and clarifications to the investor presentation without changing any other prior disclosures or reporting new events.

The revised May 2026 presentation is intended for investor meetings and the company’s website and is furnished under Regulation FD, not filed, so it is not subject to certain Exchange Act liabilities. It includes forward-looking statements and is not an offer to sell or solicit purchases of any securities.

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Common stock par value $0.01 per share Par value of VisionWave common stock as listed on Nasdaq
Warrant exercise price $11.50 per share Exercise price for each redeemable warrant exercisable into one common share
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On May 6, 2026, VisionWave Holdings, Inc."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"The Presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Emerging growth company regulatory
"Emerging growth company EXPLANATORY NOTE This on /A (this “Amendment”)"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Exhibit 99.1 regulatory
"VisionWave Holdings, Inc. Corporate Overview Presentation dated May 2026 (furnished pursuant to Item 7.01)"
Exhibit 99.1 is a label used in regulatory filings to identify a specific attached document, most often a company press release or investor presentation filed with securities regulators. For investors it matters because it marks an official, contemporaneous source of information directly tied to a filing—like the original news article pinned to a legal record—so traders and analysts treat it as an authoritative statement that can move a stock or clarify a company’s situation.
Redeemable Warrants financial
"Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50"
A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.
true EXPLANATORY NOTE This Current Report on Form 8-K/A (this “Amendment”) is being filed by VisionWave Holdings, Inc. (the “Company,” “we,” “us,” or “our”) as an amendment to the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on May 6, 2026 (the “Original 8-K”). This Amendment is filed solely to amend and restate the corporate presentation that was furnished as Exhibit 99.1 to the Original 8-K. The sole purpose of this Amendment is to make certain corrections and clarifications to the corporate presentation. This Amendment does not reflect any events occurring after the filing of the Original 8-K and does not amend or update any other disclosures contained in the Original 8-K. Except as expressly set forth in this Amendment, the Original 8-K continues to speak as of its original filing date. This Amendment is being filed to comply with the Company’s continuing disclosure obligations and to ensure the accuracy of the public record. Pursuant to the rules of the Securities and Exchange Commission, this Amendment is not an admission that the original filing was incomplete or inaccurate in any material respect. 0002038439 0002038439 2026-05-06 2026-05-06 0002038439 VWAV:CommonStockParValue0.01PerShareMember 2026-05-06 2026-05-06 0002038439 VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2026-05-06 2026-05-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K/A

 

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 6, 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.

 

 

 

EXPLANATORY NOTE

 

This Current Report on Form 8-K/A (this “Amendment”) is being filed by VisionWave Holdings, Inc. (the “Company,” “we,” “us,” or “our”) as an amendment to the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on May 6, 2026 (the “Original 8-K”). This Amendment is filed solely to amend and restate the corporate presentation that was furnished as Exhibit 99.1 to the Original 8-K.

 

The sole purpose of this Amendment is to make certain corrections and clarifications to the corporate presentation. This Amendment does not reflect any events occurring after the filing of the Original 8-K and does not amend or update any other disclosures contained in the Original 8-K. Except as expressly set forth in this Amendment, the Original 8-K continues to speak as of its original filing date. This Amendment is being filed to comply with the Company’s continuing disclosure obligations and to ensure the accuracy of the public record.

 

Pursuant to the rules of the Securities and Exchange Commission, this Amendment is not an admission that the original filing was incomplete or inaccurate in any material respect.

  

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On May 6, 2026, VisionWave Holdings, Inc. (the “Company”) made available an updated corporate overview presentation (the “Presentation”) for use in connection with investor meetings and on the Company’s website at https://www.vwav.inc/. On May 7, 2026, the Company updated the Presentation, which was made available on its website. A copy of the updated Presentation is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

 

The Presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Investors are strongly encouraged to review the full cautionary language regarding forward-looking statements set forth on pages 1–2 of the Presentation and the Risk Factors section of the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other SEC filings (available at www.sec.gov). The Presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company.

 

The information in this Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such future filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
99.1 VisionWave Holdings, Inc. Corporate Overview Presentation dated May 2026 (furnished pursuant to Item 7.01)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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.

  

VISIONWAVE HOLDINGS, INC.  
     
By: /s/ Douglas Davis  
Name: Douglas Davis  
Title: Executive Chairman and Chief Executive Officer  
Date: May 7, 2026  

 

 

 

 

 

EXHIBIT 99.1

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

  

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

Filing Exhibits & Attachments

5 documents