[8-K] VisionWave Holdings, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

VisionWave Holdings, Inc. filed an 8-K dated September 5, 2025, reporting submission of a Memorandum of Understanding dated September 2, 2025 between VisionWave Holdings, Inc. and VEDA Aeronautics Private Limited as Exhibit 10.1. The filing identifies the company's securities as common stock ($0.01 par) and redeemable warrants exercisable for one share at an $11.50 exercise price. The document is signed by Noam Kenig, Chief Executive Officer. Checkboxes for solicitation and pre-commencement communications are shown but not marked.

Positive

• Disclosure of MOU with VEDA Aeronautics is filed as Exhibit 10.1, meeting public disclosure requirements
• Identification of securities and warrant exercise price ($11.50) provides clear procedural detail

Negative

• No substantive terms of the Memorandum of Understanding are included in the provided content
• Financial impact unclear because the filing excerpt lacks monetary commitments, timelines, or conditions

Insights

Securities/Corporate Filings Analyst

TL;DR: 8-K notifies investors of an MOU with VEDA Aeronautics but provides no transaction terms or financial impact.

The filing formally discloses a Memorandum of Understanding executed September 2, 2025, and attached as Exhibit 10.1, which satisfies immediate disclosure obligations under the Exchange Act for material agreements. However, the 8-K text provided here does not include the MOU terms, any financial commitments, timetables, or conditions precedent, so investors cannot assess materiality or financial impact from this filing alone. The inclusion of security descriptions and warrant exercise price is procedural; no earnings, asset, or liability changes are reported in the excerpt.

Corporate Governance Specialist

TL;DR: Disclosure appears timely but is incomplete for evaluating governance or strategic implications.

The filing shows the CEO signature and an exhibit listing, indicating corporate authorization of the disclosure. Absent the exhibit text and substantive details, there is insufficient information to evaluate any governance, approval process, related-party considerations, or potential conflicts. The unchecked solicitation/pre-commencement boxes suggest this is not part of a solicitation or takeover communication.

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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): September 2, 2025

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 September 2, 2025, VisionWave Holdings, Inc. (the “Company”) entered into a Memorandum of Understanding (the “MoU”) with VEDA Aeronautics Private Limited (“VEDA”), a company incorporated under the Companies Act, 2013, of India.

Pursuant to the MoU, the Company and VEDA intend to collaborate on several Indian Ministry of Defense (“MoD”) procurement programs (the “Programs”), including but not limited to: (a) Drone Kill System (Make-2) – interceptor drone development; (b) ALTV (New Generation Light Tank) – 357 tanks, with Company subsystems proposed as onboard modules; (c) FRCV (Main Battle Tank Program) – 1,770 main battle tanks; and (d) T72/T90 Retrofit Program for tanks. Under the MoU, VEDA has invited the Company to supply and develop core subsystems, including counter-UAS systems, tactical drones, radar technologies, advance protection systems (APS) systems, sensor fusion technologies, and unmanned platforms for defense and homeland security applications. The parties intend to collaborate in technical proposals, demonstrations, and joint pursuit of contracts for these Programs.

The MoU includes certain binding provisions, including: (i) exclusivity, whereby VEDA agrees to work exclusively with the Company for the specified systems or technology domains in the Programs for an initial period of up to 36 months from the date of the first demonstration or submission of technical material (whichever is earlier), subject to 12-month extensions if the parties are actively pursuing a final contract award, provided the Company participates in good faith and meets material requirements; (ii) intellectual property and use restrictions, requiring the treatment of exchanged non-public information as confidential, with obligations surviving for five years (or indefinitely for trade secrets); (iii) confidentiality obligations regarding negotiations, discussions, and the MoU itself, surviving for three years post-term; (iv) non-circumvention, prohibiting either party from bypassing the other to engage with introduced contacts related to the Programs; (v) term and termination, with the MoU effective for 18 months and terminable for material breach (uncured within 30 days) or insolvency; and (vi) governing law under the laws of the Courts of London (UK), with disputes resolved by binding arbitration in London.

Commercial terms, including licensing, manufacturing, pricing, and other definitive business arrangements, will only be finalized in a separate binding agreement following contract awards under the Programs. There can be no assurance that the Company will successfully bid on or be awarded any contracts under the Programs or that the collaboration will result in any revenue or other benefits to the Company.

The foregoing description of the MoU does not purport to be complete and is qualified in its entirety by reference to the MoU, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Memorandum of Understanding, dated September 2, 2025, by and between VisionWave Holdings, Inc. and VEDA Aeronautics Private Limited.
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.

Dated: September 5, 2025
VisionWave Holdings, Inc.
By:	/s/ Noam Kenig
Name:	Noam Kenig
Title:	Chief Executive Officer

FAQ

What did VisionWave Holdings (VWAVW) disclose in this 8-K?

VWAVW disclosed a Memorandum of Understanding dated September 2, 2025 between VisionWave Holdings, Inc. and VEDA Aeronautics Private Limited filed as Exhibit 10.1.

Does the 8-K include the terms or financial details of the MOU?

No. The provided excerpt lists the MOU as an exhibit but does not include its terms, financial commitments, timelines, or conditions.

What securities are referenced in the filing?

The filing references Common Stock, $0.01 par value and Redeemable Warrants, each whole warrant exercisable for one share at an $11.50 exercise price.

Who signed the 8-K for VisionWave?

Noam Kenig, Chief Executive Officer, is identified as the signing officer on the filing excerpt.

Are there indications this filing relates to a solicitation or takeover communication?

The checkboxes for soliciting material and pre-commencement communications are present in the form but are shown unchecked in the excerpt.