{"url_path":"/sec/vwav/8-k/2026-05-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000750-index.html","accession_number":"0001731122-26-000750","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000750-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":391,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn May 12, 2026, VisionWave Israel Ltd. (“VW Israel”), a wholly\nowned subsidiary of VisionWave Holdings Inc. (“VisionWave” or the “Company”), entered into a definitive Share\nPurchase and Shareholders Agreement (the “Agreement”) with Mr. Ian Paklida (the “Seller”), pursuant to which VW\nIsrael agreed to acquire 60% of the issued and outstanding equity interests of VIP Lux Travel Ltd. and PKLST Tourism and Leisure Ltd.,\nboth Israeli corporations (collectively, the “Target Companies”).\n\n \n\nThe Agreement is definitive; however, the transaction has not yet closed.\n\n \n\nUnder the terms of the Agreement, the consideration for the acquisition\nof the Target Companies will be the issuance of shares of common stock of the Company, subject to the satisfaction of various conditions\nprecedent and regulatory approvals.\n\n \n\nThe Agreement contemplates an aggregate transaction value of up to approximately\n15 million NIS, payable in the Company shares valued at approximately USD $3 million. The number of shares to be issued will be 513,752\nshares of common stock of the Company representing $6.02 cost per share.\n\n \n\nThe Agreement includes customary representations, warranties, covenants,\nindemnification provisions, confidentiality obligations, lock-up restrictions, and closing conditions. Closing remains subject to, among\nother things:\n\n \n\n·completion of legal, financial, and operational due diligence;\n\n \n\n·receipt of all required corporate and regulatory approvals;\n\n \n\n·applicable tax rulings and/or approvals in Israel;\n\n \n\n·execution and delivery of final ancillary closing documents; and\n\n \n\n·satisfaction or waiver of other customary closing conditions.\n\n  \n\nUntil the closing occurs, there can be no assurance that the\nacquisition will be consummated on the terms currently contemplated, or at all.\n\n \n\nThe Company intends to evaluate strategic opportunities relating\nto the Target Companies’ operations and potential integration into VisionWave’s broader international business activities.\n\n \n\nThe foregoing description of the Agreement does not purport to\nbe complete and is qualified in its entirety by reference to the full Agreement, a copy of which the Company intends to file as an exhibit\nto a subsequent amendment to this Current Report or to another applicable filing, subject to confidential treatment and redaction rights,\nif applicable.\n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange\nAct of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDated: May 15, 2026\n \n\n \n \n\nVisionWave Holdings, Inc.\n \n\n \n \n\nBy:\n/s/ Douglas Davis\n \n\nName: \nDouglas Davis\n \n\nTitle:\nChief Executive Officer"}