{"url_path":"/sec/vwav/8-k/2026-06-17/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000866-index.html","accession_number":"0001731122-26-000866","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000866-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":1056,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n** **\n\nOn June 12, 2026, Vision Wave Holdings, Inc. (the “Company”) entered\ninto a term sheet (the “Term Sheet”) with Lucky Whale Production Limited, a Hong Kong-incorporated project sponsor (the “Sponsor”),\nsetting out the principal proposed terms for the establishment of a joint venture to develop, hold and operate a proposed Tier IV data\ncenter project located in Beth Shemesh, Israel (the “Project”).\n\n \n\nUnder the proposed structure described in the Term\nSheet, the Company and the Sponsor would form a jointly held company (the “Joint Company”), which would be owned 68% by the\nCompany and 32% by the Sponsor. The Joint Company would in turn hold 75% of a special purpose project company that would hold the land,\nbuilding permit and related rights for the Project, with the remaining 25% retained by the current land owner. As a result of this ownership\nchain, the Company’s effective indirect interest in the Project would be approximately 51%. The precise structure, including the\nmanner of transfer of rights and applicable tax matters, would be determined in the definitive agreements.\n\n \n\nAs consideration for the acquisition of the Project\nrights, the Term Sheet contemplates that the Company would issue shares of its common stock with an aggregate value of approximately US$40\nmillion to the land owner, on an all-share basis with no cash component. The number of shares would be determined by reference to a volume-weighted\naverage price of the Company’s common stock over an agreed period near closing. Any such issuance would be subject to all required\napprovals, including, to the extent required under the rules of The Nasdaq Stock Market, approval by the Company’s stockholders,\nand the shares would be subject to lock-up and orderly resale arrangements and customary registration rights. The issuance of the consideration\nshares, together with the Company’s other recent and pending equity issuances, would be dilutive to existing stockholders.\n\n \n\nThe Term Sheet further contemplates that the Company\nwould commit, in the definitive agreements, to arrange the financing required to construct and establish the Project. The Project would\nrequire substantial additional capital, which the Company expects would be sourced through capital-markets activities and/or project-finance\nfacilities. There can be no assurance that such financing would be available to the Company on acceptable terms, or at all.\n\n \n\nThe Term Sheet also addresses other proposed terms\ncustomary for a transaction of this type, including management and governance arrangements (under which the Sponsor would manage the Project\nand appoint its chief executive officer, subject to reserved matters requiring the Company’s consent and a deadlock-resolution mechanism),\na put option in favor of the land owner exercisable for a limited period following completion of construction, mutual exclusivity, and\nconfidentiality. The completion of the proposed transaction would be subject to conditions precedent, including the completion of due\ndiligence, the execution of definitive agreements, the receipt of required corporate, stockholder, SEC and Nasdaq approvals, the receipt\nof a fairness opinion if required, and the receipt of applicable regulatory, licensing and third-party consents.\n\n \n\nAlthough the Term Sheet states that it is intended\nto be binding, the proposed transaction has not been consummated and remains subject to, among other things, the completion of due diligence,\nthe negotiation and execution of definitive agreements, and the satisfaction or waiver of numerous conditions. The Term Sheet does not\nconstitute the definitive agreements for the proposed transaction, and the Company has not entered into any definitive agreement in respect\nof the Project. Accordingly, there can be no assurance that the proposed transaction will be completed on the terms described below, or\nat all. The Company is furnishing this disclosure on a voluntary basis and may elect to file a further Current Report on Form 8-K if and\nwhen definitive agreements are executed.\n\n \n\n \n\n \n\nThe foregoing description is a summary only, does\nnot purport to be complete, and is qualified in its entirety by the terms of the Term Sheet and, when executed, the definitive agreements.\nThe Company is not furnishing or filing the Term Sheet or any related investor or marketing materials as exhibits to this Current Report,\nand any projections, valuations or return estimates that may appear in materials prepared by the Sponsor or its affiliates have not been\nindependently verified by the Company, are not the Company’s projections, and should not be relied upon.\n\n \n\nOn June 16, 2026, the Company issued a press release\nannouncing its entry into the Term Sheet and the proposed transaction described above. A copy of the press release is attached hereto\nas Exhibit 99.2 and is incorporated herein by reference.\n\n \n\nCautionary Note Regarding Forward-Looking Statements\n\n \n\nThis Current Report on Form 8-K contains forward-looking\nstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act\nof 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Words such as “expects,”\n“anticipates,” “intends,” “plans,” “believes,” “proposes,” “targets,”\nand similar expressions are intended to identify forward-looking statements, including statements regarding the proposed joint venture,\nits structure and ownership, the development, financing and timing of the Project, and the Company’s plans and objectives.\n\n \n\nThese forward-looking statements involve known and\nunknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including,\nwithout limitation: the risk that definitive agreements are not negotiated or executed and that the proposed transaction is not completed\non the terms described or at all; the failure to satisfy conditions precedent, including required corporate, stockholder, SEC and Nasdaq\napprovals; the Company’s ability to secure the substantial financing required for the Project on acceptable terms or at all; the\ndilutive effect of the proposed consideration shares and the Company’s other equity issuances; permitting, regulatory and planning\nrisks; construction cost, schedule and execution risks; the risk that projected utilization, occupancy or pricing are not achieved; geopolitical,\nsecurity and other risks associated with the location of the Project in Israel; currency and interest-rate risks; risks relating to the\nCompany’s status as an early-stage company with a history of losses and significant capital needs; risks relating to applicable\nNasdaq and SEC requirements, including those governing significant issuances and changes of control; and the other risks described from\ntime to time in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement,\nexcept as required by law."}