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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 |
|
