{"url_path":"/sec/vwavw/8-k/2026-05-21/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000774-index.html","accession_number":"0001731122-26-000774","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000774-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":230,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n** **\n\nOn May 17, 2026, VisionWave Holdings, Inc. (the “Company”)\nentered into a Share Exchange and Swap Agreement (the “Agreement”) with T3 Defense Inc. (“DFNS”), a Nasdaq-listed\ncompany. Pursuant to the Agreement, the Company to issue and delivered to DFNS 475,492 newly issued shares of the Company’s common\nstock (the “VWAV Exchange Shares”). In exchange, DFNS to issue to the Company 6,000,000 newly issued shares of DFNS common\nstock. The VWAV Exchange Shares were issued at the Nasdaq closing price of the Company’s common stock on May 15, 2026 ($5.590 per\nshare), for an aggregate value of approximately $2.658 million.\n\n \n\nThe VWAV Exchange Shares to be issued as “restricted\nsecurities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), in a\nprivate placement exempt from registration under Section 4(a)(2) of the Securities Act and bear a customary restrictive legend. The Agreement\ncontains customary representations, warranties and covenants, and the shares are subject to additional contractual restrictions on transfer\nand legend removal that require the prior written consent of both parties.\n\n \n\n \n\n \n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the\nregistrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDate: May 21, 2026\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"}