{"url_path":"/sec/vwav/8-k/2026-07-02/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000905-index.html","accession_number":"0001731122-26-000905","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000905-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":493,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n** **\n\nOn July 1, 2026, VisionWave Holdings, Inc. (the “Company”)\nentered into a Distributor Agreement (the “Agreement”) with Stratonex Defence Technologies Ltd., a private company organized\nunder the laws of England and Wales (“Stratonex”).\n\n \n\nPursuant to the Agreement, the Company appointed Stratonex as its strategic\ncommercialization, integration and sovereign delivery partner for the United Kingdom, Europe and other mutually agreed markets. The Agreement\nestablishes a framework pursuant to which Stratonex will identify, develop and manage commercial opportunities for the Company’s\ntechnologies, including engagement with government, defense and institutional customers, while supporting systems integration, sovereign\ndeployment and commercialization of the Company’s products within the applicable territories.\n\n \n\nThe Agreement includes an opportunity registration process pursuant to\nwhich Stratonex may register prospective commercial opportunities with the Company. Upon written acceptance by the Company, registered\nopportunities receive exclusive protection during the applicable registration period, subject to the terms and conditions of the Agreement.\nThe Agreement does not grant Stratonex exclusive distribution rights throughout the applicable territories and expressly reserves the\nCompany’s right to appoint additional distributors and market its products through other channels, except with respect to accepted\nregistered opportunities.\n\n \n\nThe initial term of the Agreement is two (2) years and automatically renews\nfor successive one-year periods unless earlier terminated in accordance with its terms. Either party may terminate the Agreement upon\nsixty (60) days’ prior written notice or earlier upon specified events of default. The Agreement also contains customary provisions\nrelating to confidentiality, intellectual property ownership, export compliance, warranties, indemnification and limitations of liability.\n\n \n\nThe Agreement does not obligate Stratonex to purchase any minimum quantity\nof products, does not establish minimum revenue commitments and does not obligate the Company to accept any purchase order submitted by\nStratonex. Product pricing will be established pursuant to quotations issued by the Company from time to time.\n\n \n\nBen Everitt, the founder and a 50% shareholder of Stratonex, also serves\nas a member of the Company’s Advisory Board pursuant to an Advisory Board Agreement entered into in October 2025. Mr. Everitt serves\nsolely as an independent advisor to the Company’s Board of Directors and is not a director, executive officer or employee of the\nCompany. Mr. Everitt is a former Member of the Parliament of the United Kingdom and has more than twenty years of experience in government,\nnational security, defense policy and strategic advisory roles, including service on the United Kingdom Parliament’s National Security\nBill Committee and participation in the Armed Forces Parliamentary Scheme.\n\n \n\nThe Company’s Board of Directors reviewed and approved the Agreement\nafter considering the existing advisory relationship between the Company and Mr. Everitt. Mr. Everitt is not a member of the Company’s\nBoard of Directors and did not participate in the Company’s review, negotiation or approval of the Agreement.\n\n \n\nThe foregoing description of the Agreement is qualified in its entirety\nby reference to the Distributor Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by\nreference."}