VisionWave Holdings, Inc. entered into Amendment No. 1 to its Standby Equity Purchase Agreement with YA II PN, Ltd., which gives the company the right to sell up to $50 million of common stock over time. In connection with this facility, VisionWave had previously issued two convertible promissory notes totaling $5,000,000, with notes of $3,000,000 and $2,000,000 issued in July 2025 and September 2025.
The amendment removes the investor’s prior ability to force purchases of common stock through Investor Notices to offset note amounts, and it adjusts the conditions for an Amortization Event so that registration-related issues will not trigger an event before the July 15, 2026 Rule 144 Date, and afterward so long as VisionWave is current in SEC filings and the investor can rely on Rule 144. It also cancels the investor’s obligation to provide an additional $2,000,000 in funding under a prior letter agreement, while allowing future fundings by mutual agreement, and requires VisionWave to use best efforts to respond to SEC staff comments and seek effectiveness of its Form S-1 registration statement.
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.
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 a management change, stating that effective August 20, 2025, Yossi Attia resigned from his position as Chief Operating Officer for personal reasons. The company’s common stock trades on the Nasdaq under the symbol VWAV, and its redeemable warrants trade under VWAVW. The filing does not describe any additional corporate actions or financial results beyond this leadership change.
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.