{"url_path":"/sec/vwav/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 Legal Proceeding**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000771-index.html","accession_number":"0001731122-26-000771","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000771-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":965,"has_tables":true,"body_markdown":"**Item 1. Legal Proceeding**\n\n \n\n*Better Works LLC*\n\n \n\nOn September 5, 2025, Better Works LLC filed an action in the Supreme Court\nof the State of New York, New York County, captioned Better Works LLC v. VisionWave Holdings, Inc. and Douglas E. Davis, Index No. 655268/2025.\nThe Summons with Notice asserts claims for breach of contract and seeks (i) a declaratory judgment regarding affiliate status and the\napplicability or expiration of certain lock-up provisions relating to private-placement units exchanged in connection with the Company’s\nbusiness combination, (ii) injunctive relief permitting the plaintiff to sell such units, and (iii) monetary damages in an amount to be\ndetermined. Service of process addressed to VisionWave’s Delaware registered agent was recorded as received on September 9, 2025.\nOn September 30, 2025, counsel for the Company and Mr. Davis served a demand for the complaint pursuant to CPLR 3012(b), expressly reserving\nall defenses, including objections to service and personal jurisdiction. As of the date of this Report, no complaint has been served on\nthe defendants. The Company believes the asserted claims are without merit and intends to defend the matter vigorously.\n\n \n\n*Maxim Group LLC*\n\n \n\nOn April 17, 2026, Maxim Group LLC filed a complaint against VisionWave\nHoldings, Inc. in the Supreme Court of the State of New York, County of New York, alleging breach of contract and seeking damages related\nto certain financing transactions completed by the Company in July 2025 and February 2026 pursuant to an engagement agreement dated April\n9, 2025. Maxim alleges entitlement to placement fees and declaratory relief in connection with financings involving YA II PN, Ltd., a\nfund managed by Yorkville Advisors Global, LP. The action includes claims for alleged unpaid fees of approximately $1.33 million, declaratory\nrelief concerning alleged tail rights and rights of first refusal, attorneys’ fees, interest, and other relief. The action was filed\nunder an unassigned New York County index number as of the filing date. The Company believes the asserted claims are without merit and\nintends to defend the matter vigorously.\n\n \n\nAlso on April 17, 2026, the Company filed a separate action against Maxim\nGroup LLC in the Supreme Court of the State of New York, County of New York, asserting claims for breach of contract, declaratory judgment,\nand unjust enrichment. The Company alleges, among other things, that Maxim did not identify or place the relevant financing transactions,\nwas not entitled to compensation under the parties’ agreement, and wrongfully invoiced the Company for fees related to the July\n2025 and February 2026 financings. The Company seeks, among other relief, repayment of approximately $210,000 previously paid to Maxim,\nrescission of an additional\n\n \n\n78\n\n \n\ninvoice of approximately $1.4 million, declaratory relief regarding the parties’ rights under the agreement,\ndamages, restitution, interest, and costs. The Company believes Maxim’s claims are without merit and intends to vigorously defend\nagainst them while aggressively pursuing its own claims. This action was also filed under an unassigned New York County index number as\nof the filing date. At this early stage of the proceedings, the Company is unable to reasonably estimate the ultimate outcome or potential\nloss, if any, associated with these matters.\n\n \n\nExcept as described above, the Company is not a party to any other pending\nlegal proceedings that management believes, individually or in the aggregate, would have a material adverse effect on the Company’s\nbusiness, financial condition, or results of operations.\n\n \n\n*Pre-litigation disputes with\nformer employees*\n\n \n\nThe Company is involved in certain\npre-litigation disputes with former employees, former executives, and other individuals associated with the Company arising primarily\nfrom organizational changes implemented following the departure of the Company’s former Chief Executive Officer in late December\n2025. Such matters include allegations relating to severance, unpaid compensation, notice-period pay, equity awards, and related contractual\nand employment matters. Certain individuals have asserted claims through counsel, and the parties have engaged in correspondence and preliminary\nsettlement discussions.\n\n \n\nThe Company disputes the allegations\nand claims asserted in these matters and intends to vigorously defend its positions. As of the date of this Quarterly Report, no formal\nlawsuits, arbitrations, or other legal proceedings have been filed with respect to these matters. Due to the early stage of these disputes,\nthe absence of formal proceedings, and the inherent uncertainty surrounding such matters, the Company is unable to reasonably estimate\nthe possible loss or range of loss, if any, that may result from these matters. Accordingly, no liability has been accrued in the accompanying\ncondensed consolidated financial statements.\n\n  \n\n**Potential Listing In Germany**\n\n \n\nDuring May 2026, the Company commenced the process of seeking registration\nof its common stock for trading on the Frankfurt Stock Exchange in Germany and, in connection therewith, obtained a Legal Entity Identifier\n(“LEI”) from WM Datenservice for international securities settlement and regulatory purposes.\n\n \n\nIn connection with the contemplated Frankfurt listing and expansion of\ninvestor awareness activities in Europe, particularly within Germany, Switzerland, and Austria, the Company entered into (i) an Investor\nAwareness Advisory Agreement and (ii) an Investor Awareness Services Agreement with CapitaLink Ltd, an Israeli-based investor awareness\nand communications advisory firm.\n\n \n\nUnder the advisory agreement, the Company agreed to issue 55,000 restricted\nshares of common stock pursuant to the Company’s 2024 Omnibus Equity Incentive Plan in consideration for advisory and investor awareness\nservices related to the European market and Frankfurt listing process. The shares are subject to a 180-day lock-up and Rule 144 resale\nrestrictions.\n\n \n\nUnder the services agreement, CapitaLink agreed to assist the Company with\ninvestor awareness outreach, European media distribution, informational campaign management, and administrative support relating to the\nFrankfurt Stock Exchange listing process, including support associated with exchange-related requirements and fees.\n\n \n\nThe Company’s Board of Directors approved the engagements and determined\nthat the agreements were intended solely for investor awareness, educational outreach, and public communications purposes and did not\nconstitute broker-dealer, placement agent, or investment advisory activities."}