{"url_path":"/sec/vwav/8-k/2026-07-21/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000960-index.html","accession_number":"0001731122-26-000960","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000960-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":306,"has_tables":true,"body_markdown":"**Item 3.02. Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth in Item 1.01 of this Current\nReport on Form 8-K is incorporated by reference into this Item 3.02. The Convertible Debentures and the Warrants were, and the shares\nof Common Stock issuable upon conversion or exercise thereof will be, offered and sold to the Investor, an “accredited investor”\n(as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), in reliance\nupon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated\nthereunder, without any form of general solicitation or general advertising. Such securities have not been registered under the Securities\nAct and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements\nof the Securities Act.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains forward-looking\nstatements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of\n1934, as amended, including statements regarding the second closing of the Convertible Debentures, the filing and effectiveness of the\nregistration statement, and the intended use of proceeds. These statements are based on current expectations and assumptions and are subject\nto risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the satisfaction of the\nconditions to the second closing, the timing of SEC review, market conditions, and the other risks described in the Company’s filings\nwith the SEC. All forward-looking statements speak only as of the date of this Current Report, and the Company undertakes no obligation\nto update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required\nby law."}