8-K
VisionWave Holdings, Inc. (VWAV)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current ReportPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): April
2, 2026
VisionWave Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-72741 | 99-5002777 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 300 Delaware Ave., Suite 210 # 301<br><br> <br>Wilmington,DE | 19801 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 305-4790
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | VWAV | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | VWAVW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
VisionWave Holdings, Inc. (the “Company”) announces that it has received a signed purchase order from a governmental public safety organization in Latin America for the supply of certain drone-based systems and related payload technologies.
The purchase order follows the Company’s previously disclosed engagement with governmental stakeholders in the region, as referenced in the Company’s press release dated March 16, 2026.
The order contemplates a phased delivery structure, with initial delivery expected to commence in 2026, and includes standard commercial terms, including delivery milestones, quantity confirmations, and payment provisions.
The Company notes that purchase orders of this nature are subject to customary conditions, including performance, acceptance, and other contractual terms. There can be no assurance that the full scope of the purchase order will be completed or that all anticipated revenues, if any, will be realized.
A copy of the Company’s press release announcing the receipt of the purchase order is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated April 2, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISIONWAVE HOLDINGS, INC. | |
|---|---|
| By: | /s/ Douglas Davis |
| Name: | Douglas Davis |
| Title: | Executive Chairman and Chief Executive Officer |
| Date: | April 2, 2026 |
EXHIBIT 99.1
VisionWave Converts Latin American Government Engagementinto Initial Defense Order
Company Transitions from Technical Presentationsto Initial Commercial Deployment with Public Safety Organization in Major Latin American Jurisdiction
West Hollywood, CA – April 2, 2026 – VisionWave Holdings, Inc. (NASDAQ: VWAV) (“VisionWave” or the “Company”), a next-generation defense technology and advanced sensing company, today announced that it has received a signed purchase order from a Latin American public safety organization for the supply of drone-based operational systems and integrated payload technologies.
The purchase order follows VisionWave’s previously announced engagement with senior government officials in Latin America, where the Company conducted a series of technical presentations regarding homeland security and public safety applications of its aerial and sensing platforms (see press release dated March 16, 2026).
The Company believes this development represents an initial commercial conversion of those engagements, marking a transition from technology demonstration to operational deployment.
Order Overview
The purchase order includes a multi-system deployment consisting of:
| · | Long-range observation quadrotor platforms |
|---|---|
| · | Day/night EO/IR imaging payloads |
| --- | --- |
| · | Network-based connectivity and control modules |
| --- | --- |
| · | Specialized aerial payload systems designed for<br>operational environments |
| --- | --- |
The systems are intended to support defense, publicsafety, and law enforcement missions, including surveillance, rapid response, infrastructure monitoring, and operational support in complex environments.
VisionWave understands that the purchasing entity operates within a national-level public safety and security framework, including police and related governmental units, and that the systems are expected to be deployed in defensive and homeland security applications.
Phased Deployment Structure
The order is structured as a multi-phase deployment, beginning with an initial tranche designed to support evaluation, operational integration, and deployment readiness.
Subsequent phases are subject to delivery milestones, quantity confirmations, and standard commercial terms.
The Company notes that such phased structures are typical in international defense and public safety procurement processes, where systems are deployed and assessed prior to broader rollout.
Market Context and Strategic Positioning
The purchasing organization operates within a jurisdiction that is among the largest and most populous in Latin America, with a federated governmental structure comprised of numerousstate-level authorities and a central federal framework.
VisionWave believes that successful execution of this initial deployment may support broader engagement opportunities within similar governmental and public safety structures across the jurisdiction and the wider region. Any such expansion would be subject to operational performance, budgetary approvals, and formal procurement processes and, as such, there is no guarantee that these additional engagement opportunities will develop.
This development reinforces VisionWave’s broader strategy of expanding its presence in international defense and homeland security markets through direct governmental engagement, field-levelvalidation, and phased operational deployment.
Strategic Significance
The Company believes this initial order represents:
| · | A validated transition from presentation-stageengagement to commercial activity |
|---|---|
| · | Early-stage adoption of VisionWave’s integratedautonomous and sensing platform |
| --- | --- |
| · | A potential foundation for expanded deploymentwithin large-scale public safety infrastructures |
| --- | --- |
VisionWave continues to pursue additional opportunities across Latin America, Europe, and Asia as part of its multi-domain platform expansion strategy.
About VisionWave Holdings Inc.
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a dual-market autonomous systems platform company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue” (or the negative or other derivatives of these words or similar terminology) or similar terminology. These forward-looking statements, which are subject to risks, uncertainties, and assumptions, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to: our ability to successfully integrate acquisitions and realize expected synergies; risks associated with international operations and currency fluctuations; our dependence on key personnel and consultants; regulatory changes in the defense, homeland security and technology sectors; our history of operating losses and need for additional capital; competition in the defense and infrastructure markets; our ability to effectively implement our purchase orders and general economic conditions. For a discussion of these and other risks, please refer to the risks detailed in our filings with the Securities and Exchange Commission, including, without limitation, our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Investors should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, and VisionWave undertakes no duty to update such information, except as required under applicable law.
Contacts:
VWAV
- Investor Contact: investors@vwav.inc
Website: https://www.vwav.inc
