8-K

UNITED

STATES SECURITIES 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): October

5, 2025

VisionWaveHoldings, 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.)
300Delaware Ave., Suite 210 # 301Wilmington, DE.	19801
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(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. ☐

Item1.01 Entry into a Material Definitive Agreement.

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On October 5, 2025, VisionWave Holdings, Inc. (the “Company”) entered into an Order Form (the “Agreement”) with PVML Ltd., a Tel Aviv–based provider of secure data-AI infrastructure. The Agreement establishes a strategic collaboration to integrate PVML’s secure, real-time data-AI infrastructure with the Company’s radar and AI-driven computer-vision technologies to enable secure, autonomous mission-data systems for defense and homeland-security applications.

The terms of the Agreement:

●	The<br> initial term is twelve (12) months, automatically renewable for successive one-year periods<br> unless either party gives 60-days’ prior notice of non-renewal.
●	The<br> Company will pay total consideration of $600,000, consisting of (i) a cash component of $250,000<br> payable upon execution and (ii) an equity component valued at $350,000, to be settled through<br> the issuance of 35,000 shares of the Company’s common stock valued at $10.00 per share.
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●	The<br> Agreement provides for a yearly platform fee covering 2.4 million PVML Units (“PUs”)<br> of data-processing capacity, with usage fees for consumption beyond that level.
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●	Each<br> party retains ownership of its respective intellectual property, and the Company will own<br> all outputs and derivatives generated through its use of the PVML platform.
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●	The<br> Agreement is governed by the laws of Israel and may be terminated for material breach or<br> insolvency events as set forth therein.
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A copy of the executed Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of such document.

Item7.01 Regulation FD Disclosure

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On October 9, 2025, the Company issued a press release announcing its strategic collaboration with PVML to advance secure, real-time AI for mission-critical operations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under Items 7.01 and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item9.01 Financial Statements and Exhibits

ExhibitNo.	Description
10.1	PVML<br>Ltd. Order Form between VisionWave Holdings, Inc. and PVML Ltd., dated October 5, 2025 (effective October 9, 2025).
99.1	Press<br>Release titled “VisionWave Announces Strategic Collaboration with PVML to Advance Secure, Real-Time AI for Mission-Critical Operations,”<br>dated October 9, 2025.
104	Cover Page Interactive<br>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/ Doug Davis
Name: Doug Davis
Title: Executive Chairman
Date: October 9, 2025

EXHIBIT 10.1

EXHIBIT 99.1

VisionWave Announces Strategic Collaboration with PVML to Advance Secure,Real-Time AI for Mission-Critical Operations

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WEST HOLLYWWOD, California and TEL AVIV, Israel,VisionWave Holdings, Inc. (Nasdaq: VWAV), a defense technology company transforming defense capabilities and autonomous systems, today announced a strategic collaboration with PVML, a secure data–AI infrastructure company based in Tel Aviv that connects sensitive internal and operational data to AI. The partnership aims to establish a secure foundation for autonomous, real-time intelligence systems that operate on live mission data - without compromising security, confidentiality, or control.

The collaboration integrates VisionWave’s advanced radar and AI-driven computer vision systems with PVML’s secure, real-time data-AI infrastructure, connecting live defense data sources directly to active mission environments. This combination seeks to enable the development of an operational system powered by thousands of autonomous AI agents that plan missions, track execution, and respond dynamically to real-time deviations.

Early joint projects suggest that development cycles can be reduced by up to 70%, as VisionWave can now build trusted AI agents that securely connect to previously inaccessible data sources, thanks to a unified, secure, and infrastructure-agnostic foundation that preserves full control and confidentiality.

Advancing the Operational Edge

●	Live decision intelligence: VisionWave’s<br>radar and computer vision systems, deployed on edge devices, will seek to combine intelligence and operational data through PVML’s<br>secure infrastructure - without moving or duplicating sensitive data - to map real-time mission status and support its planning, tracking,<br>and deviation alerts.
●	Autonomous agents: AI agents are intended<br>to continuously analyze evolving mission data, ensuring distributed teams stay aligned with approved objectives and react instantly to<br>changing field conditions.
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●	Security by design: The goal is to design<br>a system that enforces continuous, policy-based governance across every data access and model interaction, maintaining precision, trust,<br>and control throughout the mission lifecycle.
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“This collaboration seeks to give VisionWavethe foundation to redefine how intelligence operates,” said Noam Kenig, Chief Executive Officer of VisionWave. “Our goal is to bring trusted, autonomous systems to the center of mission execution - where every decision, in every moment, counts.”

Next Steps

The collaboration will progress through a series of joint initiatives beginning in 2026, focused on advancing secure, real-time intelligence capabilities across defense and homeland security. Building on early pilot programs, VisionWave and PVML intend to introduce a Secure Intelligence Platform and expand its reach into additional high-security and international domains over time.

About VisionWave

VisionWave’s field tested and innovative solutions are designed to enhance security, enable multi-domain operations, and drive innovation across defense and homeland security. Its technologies connect advanced analytics, AI, and real-time systems to empower decision-makers in complex operational environments.

About PVML

PVML is a secure data–AI infrastructure that enables the connection of sensitive internal and operational data with AI. It provides real-time data access enforcement and instant, protocol-agnostic integration with the AI ecosystem - allowing systems and AI agents to operate safely, directly, and at scale.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to statements regarding the strategic collaboration with PVML, potential integrations of VisionWave’s radar and AI-driven computer vision systems with PVML’s data-AI infrastructure, anticipated reductions in development cycles, joint initiatives beginning in 2026, the introduction of a Secure Intelligence Platform, and expansion into additional domains. Forward-looking statements are based on current expectations and are subject to risks and uncertainties, including but not limited to additional testing and qualification, export and other regulatory approvals, contract negotiations, funding, competitive pressures, technological changes, market conditions, and other factors described in VisionWave’s filings with the U.S. Securities and Exchange Commission. Nothing herein guarantees future results; VisionWave undertakes no obligation to update forward-looking statements, except as required by law.

Investor Contact: investors@vwav.inc

Website: https://www.vwav.inc