VWAVW notifies SEC of late 10-Q citing auditor review; no material change expected

Rhea-AI Filing Summary

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.

Positive

• Company expects to file within five calendar days under Rule 12b-25, indicating a planned near-term remedy
• All other periodic reports have been filed during the preceding 12 months, per the notification
• No anticipated significant change in results of operations compared with the corresponding prior period

Negative

• Quarterly report for period ended June 30, 2025 was not filed on time, triggering the Form 12b-25 notification
• Additional time is required to compile and analyze certain information, complete financial statements and allow for independent auditor review

Insights

Securities Analyst

TL;DR: Routine late filing due to finalizing financials and auditor review; expected within five days, limited immediate impact.

The registrant cites operational needs to compile and analyze information and to complete audited review steps before filing its quarterly report for the period ended June 30, 2025. The notice follows Rule 12b-25 procedures and states an intention to file within the five-calendar-day relief window. Because the company also affirms that all other periodic reports are current and it does not expect significant changes in results, this appears to be a timing and process issue rather than an indication of material financial deterioration.

Corporate Governance Expert

TL;DR: Governance controls under scrutiny for timing, but disclosure is transparent and remediation is planned within regulatory window.

The Form 12b-25 discloses that additional time is required to finalize financial statements and related disclosures and to permit auditor review. The company checked that other required filings are up to date and indicated no anticipated material change in operating results. This disclosure is appropriate under SEC rules; stakeholders should note the procedural delay but the filing signals adherence to governance and disclosure protocols by using the formal relief mechanism.

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: June 30, 2025

☐ 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)

☒ (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 June 30, 2025 (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: August 14, 2025	By: /s/ Erik Klinger
	Title: Chief Financial Officer

FAQ

Why did VisionWave (VWAVW) file a Form 12b-25?

Because the company could not complete its quarterly report for the period ended June 30, 2025 within the prescribed time and needs additional time to compile information, complete financial statements, finalize disclosures and allow auditor review.

When will VisionWave (VWAVW) file the delayed quarterly report?

The company expects to file the report as soon as practicable and no later than the fifth calendar day

Are VisionWave's other periodic reports current?

Yes. The registrant indicated all other periodic reports required under Section 13 or 15(d) were filed during the preceding 12 months.

Will the delayed filing reflect a significant change in results versus last year?

No. VisionWave checked No when asked if any significant change in results of operations from the corresponding prior period is anticipated.

Who can investors contact about this notification?

The designated contact is Erik Klinger, Chief Financial Officer, telephone (302) 305-4790.