{"url_path":"/sec/vwav/8-k/2026-06-30/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":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000901-index.html","accession_number":"0001731122-26-000901","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000901-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":643,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn June 29, 2026, VisionWave Holdings, Inc. (the “Company”\nor “VisionWave”) entered into a binding Acquisition Agreement (the “Agreement”) with Meteor Aerospace Ltd. (“Meteor”),\nan Israeli aerospace and defense company pursuant to which the Company agreed to acquire fifty-one percent (51%) of the issued and outstanding\nshare capital of Meteor, subject to the satisfaction of specified closing conditions.\n\n \n\nMeteor is engaged in the development, manufacturing and commercialization\nof aerospace and defense technologies, including unmanned aerial systems, unmanned ground systems, unmanned surface vessels, loitering\nmunition systems, electronic warfare technologies, command, control, communications, cyber and battlefield management systems, and related\nintellectual property.\n\n \n\nThe Agreement values Meteor at a pre-money equity valuation of $40.0 million.\n\n \n\nSubject to the satisfaction of all closing conditions, VisionWave will\nacquire 51% of the issued and outstanding equity interests of Meteor for aggregate consideration having a value of approximately $20.4\nmillion, consisting of:\n\n \n\n● approximately $6.0 million of unrestricted shares of\nVisionWave common stock; and\n\n \n\n● approximately $14.4 million of restricted shares of\nVisionWave common stock, subject to a contractual lock-up period of six months following closing.\n\n \n\nThe number of shares to be issued will be determined based upon the volume\nweighted average price (“VWAP”) of VisionWave common stock during the five trading days immediately preceding the closing\ndate.\n\n \n\nThe closing of the transaction is expressly conditioned upon, among other\nthings:\n\n \n\n● successful completion of a live flight validation of\nMeteor’s Impact-700 unmanned aerial system;\n\n \n\n● VisionWave’s satisfactory completion of legal,\nfinancial, operational, technical, aerospace, cybersecurity, export control, intellectual property and commercial due diligence;\n\n \n\n● satisfaction or waiver of other customary closing\nconditions.\n\n \n\nThe Agreement provides that the flight validation is intended to verify\nthe operational integrity, engineering functionality and basic flight capability of the Meteor Impact-700 platform and is not intended\nto demonstrate maximum performance specifications, commercial readiness or full operational capabilities.\n\n \n\nUpon closing, VisionWave will obtain a controlling interest in Meteor and\nwill have the right to appoint three of the five directors serving on Meteor’s Board of Directors, designate the Chairman of the\nBoard and approve major corporate actions. All directors are required to be Israeli citizens.\n\n \n\nThe Agreement further provides for:\n\n \n\n● a thirty-day exclusivity period during which Meteor and its\nshareholders may not solicit or negotiate alternative acquisition or financing transactions, subject to limited exceptions;\n\n \n\n● customary confidentiality obligations;\n\n \n\n● representations and warranties regarding ownership,\nintellectual property, regulatory compliance and accuracy of information;\n\n \n\n \n\n \n\n● binding arbitration in Israel for dispute resolution; and\n\n \n\n● the continued involvement of Meteor founder Itzhak Nissan,\nformer President and Chief Executive Officer of Israel Aerospace Industries Ltd., who is expected to enter into an executive\nemployment and/or consulting agreement at closing and serve as Chief Technology Director of Meteor for a minimum period of three\nyears following closing.\n\n \n\nThe Agreement contemplates that the acquisition will include Meteor’s\nexisting and future products, technologies, software, intellectual property, research and development activities, engineering developments,\nmanufacturing capabilities and related business assets, including, among others:\n\n \n\n● Impact-700 tactical unmanned aerial vehicle;\n\n \n\n● Impact-1400 strategic MALE unmanned aerial vehicle;\n\n \n\n● Rambow unmanned ground vehicle;\n\n \n\n● Orca unmanned surface vessel;\n\n \n\n● MERLOW loitering munition system;\n\n \n\n● electronic warfare and SIGINT technologies;\n\n \n\n● command, control, communications, cyber and battlefield\nmanagement systems; and\n\n \n\n● related aerospace and defense technologies.\n\n \n\nThe Company expects to utilize the acquired technologies to expand its\nautonomous systems, defense technologies and integrated security solutions portfolio.\n\n \n\nThe foregoing summary of the Agreement does not purport to be complete\nand is qualified in its entirety by reference to the Agreement filed as Exhibit 10.1 to this Current Report, which is incorporated herein\nby reference.\n\n \n\nConcurrently with execution of the Agreement, the Company issued a press\nrelease announcing the transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated\nherein by reference."}