8-K - VWAV - Equibles

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): March

13, 2026

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.)
300 Delaware Ave., Suite 210 # 301<br><br> <br><br><br> <br>Wilmington, 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<br> pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications<br> 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 5.02 Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Eric T. Shuss as Chief OperatingOfficer and Entry into Employment Agreement

On March 13, 2026, the Board of Directors (the “Board”) of VisionWave Holdings, Inc. (the “Company”) approved the appointment of Eric T. Shuss as Chief Operating Officer, effective March 13, 2026. In connection therewith, the Company entered into an Employment Agreement dated March 13, 2026 with Mr. Shuss (the “Employment Agreement”).

Material terms of the Employment Agreement include:

●	An<br> initial term of three years, with automatic one-year renewals absent 30 days’ prior<br> written notice by either party.
●	Annual<br> base salary of $120,000, increasing to $240,000 upon the Company achieving $3,000,000 in<br> revenue during any 90-day period.
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●	Eligibility<br> for an annual performance bonus targeted at 0.5% of net income as reported in the Company’s<br> SEC filings.
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●	Participation<br> in the Company’s standard employee benefit plans.
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●	Severance<br> upon a qualifying termination without cause or for good reason: a lump-sum payment equal<br> to the greater of $500,000 or two times the then-current base salary, subject to execution<br> of a general release of claims.
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●	Customary<br> restrictive covenants, including confidentiality, invention assignment, non-solicitation,<br> and non-competition obligations.
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Concurrently, Mr. Shuss was granted a nonstatutory stock option to purchase 500,000 shares of the Company’s common stock under the Company’s 2025 Omnibus Equity Incentive Plan, with an exercise price equal to the closing price of the common stock on March 12, 2026, vesting in twelve equal quarterly installments commencing June 30, 2026, and expiring five years from the date of grant (subject to earlier termination upon cessation of service).

Mr. Shuss also entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement and a Mutual Agreement to Arbitrate, each dated in connection with his employment.

Change in Role of Douglas Davis

On March 13, 2026, the Board appointed Douglas Davis, previously serving as Interim Chief Executive Officer and Executive Chairman, as Chief Executive Officer of the Company, effective March 13, 2026, removing the “Interim” designation from his title. In connection therewith, on March 15, 2026, the Company entered into an amendment (the “Amendment”) to Mr. Davis’s Employment Agreement dated August 6, 2025, which formalizes his Chief Executive Officer title (in addition to his continuing role as Executive Chairman) and provides for an additional milestone-based equity bonus. Material terms of the Amendment include:

●	No<br> changes to Mr. Davis’s base salary, annual bonus, or other compensation terms from<br> the original Employment Agreement.
●	A<br> one-time non-qualified stock option (the “Milestone Option”) to purchase shares<br> of the Company’s common stock equal to $100,000,000 in value (determined based on the<br> Nasdaq closing price per share on the trading day immediately preceding the achievement date<br> (the “Reference Price”)), granted under the Plan on the first business day following<br> the date on which the Company first achieves both (i) $100,000,000 in trailing twelve-month<br> revenue (as reported in the Company’s most recent Form 10-Q or Form 10-K) and (ii)<br> a fully diluted market capitalization of at least $1,000,000,000 (calculated using the Reference<br> Price), subject to Mr. Davis’s continued employment through the grant date.
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●	The<br> exercise price per share of the Milestone Option equal to the Reference Price.
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●	Full<br> vesting on the grant date, with a 10-year term (subject to earlier termination as provided<br> in the Plan and applicable award agreement), cashless exercise provisions (to the extent<br> permitted under the Plan), and subject to the Company’s clawback policy (as may be<br> adopted or amended to comply with Dodd-Frank Act requirements or Nasdaq rules).
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●	The<br> grant is subject to Board or Compensation Committee approval, Plan share availability, and<br> compliance with applicable securities laws, including Nasdaq listing rules.
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Changesto Board Committee Memberships and Independent Lead Director Position

On March 13, 2026:

●	The<br> Board accepted the resignation of Eric T. Shuss from his position as Lead Independent Director<br> and from all Board committee memberships, effective March 13, 2026. Mr. Shuss will continue<br> to serve as a member of the Board.
●	The<br> Board appointed Atara Dzikowski as a member of the Audit Committee, the Compensation Committee,<br> and the Nominating and Corporate Governance Committee, effective March 13, 2026, and as Chair<br> of the Nominating and Corporate Governance Committee.
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●	The<br> Board appointed Chuck Hansen as Independent Lead Director of<br> the Board, effective March 13, 2026.
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There are no family relationships among the individuals referenced above that require disclosure under Item 404(a) of Regulation S-K. There were no disagreements between the Company and Mr. Shuss regarding his transition or resignation from the Lead Independent Director role or committee positions.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Employment Agreement, Employee Nonstatutory Stock Option Agreement, Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement, Mutual Agreement to Arbitrate and the Amendment, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
10.1	Employment Agreement dated March 13, 2026, by and between the Company and Eric T. Shuss.
10.2	Form of Employee Nonstatutory Stock Option Agreement. (2)
10.3	Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement (1).
10.4	Form of Mutual Agreement to Arbitrate. (1)
10.5	Amendment dated March 15, 2026, to the Employment Agreement dated August 6, 2025, by and between the Company and Douglas Davis.
104	Cover Page<br>Interactive Data File (embedded within the Inline XBRL document).

(1) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 6, 2025.

(2) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 12, 2025.

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.

Dated: March 18, 2026
VisionWave Holdings, Inc.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Interim Chief Executive Officer

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of this 13^th^ day of March 2026 (“Effective Date”), by and between VisionWave Holdings, Inc., 300 Delaware Ave., Suite 210#301, Wilmington, Delaware 19801 (the “Company”) and Eric T. Shuss (“Executive”).

WHEREAS, the Company desires to employ the Executive following the Effective Date in the position of Chief Operating Officer and enter into this Agreement;

WHEREAS, Executive wishes to accept employment with the Company on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the respective covenants and commitments of the parties hereto as set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Position and Responsibilities.

**1. 1****Position.**Company will employ Executive as Chief Operating Officer for scale, operations, revenue processes, cross-functional execution, and will support international Business Development (“COO”) as of the Effective Date. The Executive will report to the CEO.

**1. 2****Location.**Executive will perform his duties remotely. Executive will be expected to travel as necessary to perform his duties and responsibilities and as reasonably requested by the Company.

**1. 3****Duties.**The Executive shall have such powers, duties, authorities and responsibilities as are consistent with such position and as the Company may designate from time to time.

1. 4****ExclusiveEmployment. Executive will devote Executive’s full working time and attention and Executive’s best efforts to the performance of Executive’s duties hereunder and the business and affairs of the Company. Executive shall not accept other employment as an employee or independent contractor at any time during this Agreement or Executive’s employment with the Company without first obtaining written approval from the Company, which may be withheld in the Company’s sole and absolute discretion.

1.5****Observance of Rules. Executive will duly, punctually and faithfully perform and observe any and all rules and regulations that the Company hereafter establishes governing the conduct of its business and personnel.

**2.**Termof Employment. Executive shall be employed by the Company for an initial term of three (3) years commencing on the Effective Date (the “Term”). The Term shall be extended for successive one (1) year period unless, not fewer than thirty (30) days prior to the commencement of the renewal date, either party shall have given written notice to the other that it does not wish to extend the Term, in which case, upon expiration of the initial Term or any extended Term, this Agreement (except as to provisions designed to survive termination) and Employee’s employment shall terminate or convert to an “at-will” employment relationship. The Term of this Agreement, and Executive’s employment, shall be subject to earlier termination as follows:

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**(a) Death.**Upon the death of Executive, the employment of Executive pursuant to this Agreement shall immediately terminate;

(b) Disability. If Executive becomes unable to perform the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury, or any other medical cause, for a period of three consecutive full calendar months, or for a cumulative period of 90 business days within any one-year, then, the Company shall have the right to terminate Executive’s employment pursuant to this Agreement by written notice to Employment;

(c) ForCause. At the option of the Company, for Cause, by delivering written notice to Executive of the Company’s determination to terminate. “Cause” shall mean (A) Executive’s fraud, dishonesty, theft or other deliberate injury to the Company or any of its affiliates in the performance of Executive’s duties under the terms of Executive’s employment and service as a director and/or officer (as applicable) of the Company and its affiliates; (B) any event that constitutes any material breach by Executive of fiduciary obligations of Executive to the Company or any affiliate of the Company; (C) Executive’s material failure, in the reasonable discretion of the Company, to follow the reasonable directives from Executive’s superiors, which failure is not cured within fifteen days after Executive receives notice thereof from the Company; (D) Executive’s conviction of or entering a plea of guilty or nolo contendere to a felony involving dishonesty or moral turpitude that could harm the Company’s business or reputation, regardless of whether such crime involves the Company or any affiliate of the Company; (E) Executive’s breach of any of the covenants set forth in this Agreement (or any similar covenants to which the Executive may be subject from time to time in connection with the Executive’s employment with the Company), which breach, if curable, is not cured within 30 days after Executive receives notice thereof from the Company; (F) Executive’s material violation of any written policies of the Company, which, is not cured within 30 days after Executive receives notice thereof from the Company, or the failure of the Executive to meet his annual goals or objectives as set out by the Board of Directors on an annual basis; (G) Executive’s violation of any law or regulation applicable to the Company or any of its subsidiaries or affiliates, or breach of any of Executive’s duties to the Company that, in each case, materially and adversely affects (economically, reputationally or otherwise), or would reasonably be expected to materially and adversely affect (economically, reputationally or otherwise), the Company and, if capable of being cured (as determined by the Company in its reasonable discretion), the continuance of such violation or breach for more than thirty (30) days after the Company, as the case may be, notifies Executive in writing of such violation or breach; or (H) Executive’s habitual abuse of drugs or alcohol, where such abuse adversely affects the performance of Executive’s duties to the Company.

(d) WithoutCause. At the option of the Company, without Cause, by delivering written notice to Executive of the Company’s determination to terminate.

(e) Resignationfor Good Reason. At the option of the Executive, for Good Reason, by delivering written notice to the Company describing in reasonable detail the occurrence of the event or circumstances for which Executive believes Executive may resign for Good Reason within thirty (30) days of the date Executive first becomes aware thereof and the Company shall not have cured such event or circumstance within thirty (30) days after the Company’s receipt of such notice. “Good Reason” shall mean, without Executive’s written consent: (A) the Company’s material breach of any provision of this Agreement; (B) a material diminution Base Salary; or (C) material diminution of duties, authority, title, reporting structure, or responsibilities

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(f) ResignationWithout Good Reason. At the option of Executive, without Good Reason, upon Executive’s provision of six (6) months prior written notice to the Company. The Company may, in its sole discretion, make the resignation effective earlier without converting it to a termination without Cause.

(g) Expirationof the Term. Upon expiration of the Term as a result of a non-renewal of this Agreement or the Term.

3. Compensation & Related Matters.

3. 1****BaseSalary. The Company shall pay to the Executive a base salary at an annual rate of $120,000, subject to applicable withholdings and deductions (the “Base Salary”). Base Salary shall be paid in accordance with the Company’s payroll practices in effect from time to time. The Base Salary shall be increased to an annual rate of $240,000 upon the Company achieving $3,000,000 in revenue during any ninety (90) day period.

3..2****PerformanceBonus. Executive shall be eligible for an annually performance bonus targeted to be equal to 0.5% of the Company’s net income as reflected in the Company’s financial statements (the “Performance Bonus”) as filed with the Securities and Exchange Commission (the “SEC”), subject to applicable withholdings and taxes, payable within thirty (30) days of the filing of such report with the SEC. Executive must be employed on the date the Performance Bonus is paid. Nothing in this Section 3.2. shall create an entitlement or expectation by the Executive of the payment of a bonus in any amount for any year.

3. 3****OptionGrant. On the Effective Date, subject to applicable withholdings and taxes, the Company will grant Executive a stock option to acquire 500,000 shares of common at an exercise price of $7.47 per share (the “Grant”), with the intention to effect cashless exercise, that will be vest over four (4) years on a quarterly basis in twelve (12) equal installments as set forth in the option agreement. The Grant shall be granted under and subject to the terms of the Company’s proposed 2025 Omnibus Equity Incentive Plan (the “Plan”).

**3. 4****Benefits.**Executive shall be eligible during his employment to participate in any employee benefit plans or arrangements which may from time to time be made available by the Company to similarly situated Executives (collectively, “Benefit Plans”), subject to and on a basis consistent with the terms, conditions and overall administration of such Benefit Plans. Executive understands and acknowledges that any Benefit Plans may be amended from time to time by the Company in its sole discretion so long as the quality of benefits remain similar in nature. These Benefits Plans include: (i) participation in the Company’s medical, dental and vision insurance programs for Executive and Executive’s dependents; (ii) participation such other and further benefit plans that may be made available by the Company to similarly situated employees, on the same terms and conditions, including short and long-term disability benefits, life insurance, and 401-k or other retirement plan participation.

**3. 5****Vacation.**Executive shall be eligible for four (4) weeks of paid vacation time in each calendar year of Executive’s employment (with Executive’s vacation entitlement pro-rated in the first year of Executive’s employment based on the Effective Date). During the initial year after the

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Effective Date, vacation time may not be taken before Executive completes three (3) months of continuous service. Executive shall also be eligible for all paid holidays recognized by the Company in any year. Executive will be entitled to carry over up to one week of accrued but unused vacation from one year to the next. Any remaining accrued but unused vacation will be forfeited to the extent permitted under applicable law.

**3. 6****Expenses.**Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive (in accordance with the policies and procedures then in effect and established by the Company) in the performance of Executive’s duties under this Agreement; provided that Executive properly accounts therefor and obtains any applicable prior written approval in accordance with Company policy.

4. Effect of Termination of Agreement or Executive’s Employment.

4. 1****PaymentsUpon Termination Under Paragraphs 2(a)-(c), (f), (g). On termination of this Agreement or Executive’s employment with the Company for any of the reasons set forth in Paragraphs 2(a)-(c), (f) or (g), Executive shall be entitled to any unpaid Base Salary earned by Executive and, solely to the extent required by applicable law, any accrued but unused paid time off, in each case, up to the date of termination (“Accrued Benefits”), payable within 30 days following the Termination Date or in accordance with applicable state law. Executive expressly acknowledges that Executive will not be entitled to any further payments under this Agreement or otherwise.

4. 2****PaymentsUpon Termination Under Paragraphs 2(d)-(e). On termination of this Agreement or Executive’s employment with the Company for any of the reasons set forth in Paragraphs 2(d)-(e), Executive shall receive, in addition to the Accrued Benefits a one time payment from the Company equal to the greater of $500,000 or the then current Base Salary multiplied by two (2) to be paid within six (6) months of termination (the “Severance”). As a condition of receipt of Severance (other than the Accrued Benefits), Executive must execute a general release of claims in a form provided by the Company and comply with any of Executive’s obligations under this Agreement designed to survive termination of this Agreement. Executive expressly acknowledges that Executive will not be entitled to any further payments under this Agreement or otherwise.

4. 3****Returnof Company Property. Within ten days following the Termination Date, Executive or Executive’s personal representative shall return all property of the Company in Executive’s possession, including, but not limited to, all Company-owned computer equipment (hardware and software), telephones, facsimile machines, tablet computer and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company and its affiliates, the Company’s customers and clients or its prospective customers and clients. Anything to the contrary notwithstanding, Executive shall be entitled to retain and continue to use (i) personal papers and other materials of a personal nature; provided, that such papers or materials do not include Confidential Information (as defined in the Confidentiality and Restrictive Covenant Agreement), (ii) information showing Executive’s compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, with the Company which Executive received in Executive’s capacity as a participant.

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4. 4****Resignationas Officer or Board Member. Upon termination of this Agreement, Executive shall be deemed to have resigned, to the extent applicable, as an officer of the Company or any of its affiliates, as a member of each board of similar governing body of the Company or any of its affiliates, if applicable, and as a fiduciary of any employee benefit plan of the Company or any of its affiliates, if applicable. On or immediately following the termination date, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executive’s resignation(s).

4. 5****Changein Control. Notwithstanding any provision in this Agreement or any equity award agreement to the contrary, in the event that the Executive’s employment is terminated by the Executive during the period commencing three (3) months following a Change in Control (the “Change in Control Period”), then effective as of the date of such termination one hundred percent (100%) of the Executive’s then-outstanding equity awards shall immediately accelerate and become fully vested and exercisable and the payments under Section 4.2 shall become immediately payable. For purposes of this Agreement, a “Change in Control” shall mean the consummation of any of the following events: (i) a merger, consolidation, or similar transaction in which the Company is not the surviving entity, except for a transaction in which the holders of the Company’s outstanding voting power immediately prior to such transaction continue to hold at least fifty percent (50%) of the outstanding voting power of the surviving entity or its parent immediately after such transaction; (ii) the sale, lease, or other disposition of all or substantially all of the assets of the Company to any person or entity other than a wholly-owned subsidiary of the Company; or (iii) an acquisition by any person, entity, or affiliated group of the beneficial ownership of more than fifty percent (50%) of the outstanding voting power of the Company; provided, however, that a Change in Control shall not be deemed to have occurred by virtue of a sale of securities by the Company in a financing transaction.

**5.**Confidentialityand Restrictive Covenant Agreement. It is a material condition of the Company’s willingness to employ Executive that Executive executes and complies with the Proprietary and Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement attached hereto as Exhibit A (collectively, the “Restrictive Covenant Agreements”). The Restrictive Covenant Agreements are incorporated by reference into this Agreement in its entirety as if set forth in full herein. Executive agrees and acknowledges that the Restrictive Covenant Agreements survive the termination of this Agreement or of Executive’s employment with the Company in all circumstances.

**6.**MutualAgreement to Arbitrate. Executive and the Company agree that any and all disputes, claims or controversies arising under this Agreement or out of the Executive’s employment with the company shall be resolved by final and binding arbitration pursuant to the terms and conditions of the Mutual Agreement to Arbitrate. A copy of the Mutual Agreement to Arbitrate is attached hereto as Exhibit B. The Mutual Agreement to Arbitrate is incorporated by reference into this Agreement in its entirety as if set forth in full herein. Executive agrees and acknowledges that the Mutual Agreement to Arbitrate survives the termination of this Agreement or of Executive’s employment with the Company in all circumstances.

7. Miscellaneous.

7. 1****NoConflict or Legal Restriction on Employment. Executive acknowledges and represents that Executive is not party to any agreement or understanding that restricts or interferes with Executive’s employment with the Company and that, should this representation be untrue or incorrect, Executive shall be responsible for indemnifying the Company for all damages and attorneys’ fees incurred by the Company as a result.

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7. 2****NoWaiver. No failure by Company to exercise any right, power, or privilege that it may have under either this Agreement, the Restrictive Covenant Agreements, the Mutual Agreement to Arbitrate, or any other agreement to which the Company may be a party, shall operate as a waiver thereof. Further, no waiver by Company or any deviation from, or breach of either this Agreement, the Restrictive Covenant Agreements or the Mutual Agreement to Arbitrate by Executive shall be deemed to be a waiver of any subsequent deviation or breach.

**7. 3****Assignment.**Executive may not assign this Agreement or any of Executive’s rights and duties hereunder. The Company may assign this Agreement to an entity controlling, controlled by, or under common control with the Company or to an entity that acquires all or substantially all of the equity or assets of the Company. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and its successors and assigns, including, without limitation, any successor in interest to the Company who acquires (directly or indirectly) all or substantially all of the Company’s equity or assets.

7. 4****Severability. If any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect by a final judicial determination made by a court of competent jurisdiction or in arbitration, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

7. 5****GoverningLaw. This Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed and construed in accordance with the internal laws of the State of California applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts of law principles that would result in the application of the laws of any other jurisdiction.

7. 6****EntireAgreement. This Agreement, together with the Restrictive Covenant Agreements and the Mutual Agreement to Arbitrate, replace and supersede in their entirety, all previous agreements between Executive and the Company, and any representations made to the Executive by any person associated with the Company, whether orally or in writing, concerning the subject matter hereof. This Agreement may not be amended, supplemented, canceled or discharged except by written instrument executed by both parties hereto.

7. 7****Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

7. 8****Acknowledgment. Executive represents and warrants that: (a) Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement or has voluntarily chosen not to do so, and that Executive fully understands the terms and conditions contained herein; (b) Executive’s execution, delivery and performance of this Agreement do not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; (c) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would be in direct conflict to this Agreement, and Executive is not subject to any other agreement that, in each case, would prevent Executive from performing Executive’s duties for the Company or otherwise complying with this Agreement; (d) Executive represents that this contract will not breach any existing nondisclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party; and (e) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

ERIC T. SHUSS, EXECUTIVE
/s/Eric<br> Shuss
VISIONWAVE HOLDINGS, INC.
By:	/s/Douglas<br> Davis
Name:	Douglas Davis
Title:	Executive Chairman and Chief Executive Officer

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EXHIBIT 10.5

VisionWave Holdings, Inc.

300 Delaware Ave., Suite 210 #301

Wilmington, DE 19801

March 15, 2026

Douglas Davis

2030 Canyon Court Dr

La Habra heights, CA 90631 USA

Re: Amendment to EmploymentAgreement

Dear Mr. Davis:

This letter agreement (this “Amendment”) amends the Employment Agreement dated as of August 6, 2025 (the “Employment Agreement”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and you (“Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement.

WHEREAS, the Company acknowledges and appreciates that you have served as Interim Chief Executive Officer of the Company since December 2025, in addition to your role as Executive Chairman, and have provided valuable leadership during a period of strategic growth and transition;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to appoint you as the permanent Chief Executive Officer, in addition to your continuing role as Executive Chairman, effective as of the date hereof;

WHEREAS, in recognition of your contributions and to further incentivize the achievement of key performance milestones, the Board has approved an additional equity-based bonus in the form of a stock option grant upon the Company’s attainment of specified revenue and market capitalization thresholds; and

WHEREAS, the parties desire to amend the Employment Agreement to reflect the foregoing;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	Amendment to Position. Section 1.1 of the Employment Agreement is hereby amended and restated in<br>its entirety to read as follows:

“1.1 Position. Company will employ Executive as Executive Chairman and Chief Executive Officer, effective as of the Effective Date (as amended). The Executive will report to the Board of Directors.”

For the avoidance of doubt, your duties and responsibilities shall include those customarily associated with the roles of both Executive Chairman and Chief Executive Officer, and you shall continue to devote your full working time and attention to the performance of such duties consistent with Section 1.3 and 1.4 of the Employment Agreement.

2.	Addition of Milestone Bonus. Section 3 of the Employment Agreement is hereby amended by adding<br>a new Section 3.4 to read as follows:

“3.4 Milestone Bonus. In addition to the compensation set forth in Sections 3.1, 3.2, and 3.3, and subject to your continued employment with the Company through the Grant Date (as defined below), you shall be eligible for a one-time equity bonus in the form of a non-qualified stock option (the ‘MilestoneOption’) to purchase shares of the Company’s common stock, par value $0.01 per share (the ‘Common Stock’), under the Company’s 2025 Omnibus Equity Incentive Plan (the ‘Plan’), as follows:

(a) The Milestone Option shall be granted on the first business day following the date on which the Company first achieves both (i) $100,000,000 in trailing twelve-month revenue, as reported in the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed with the Securities and Exchange Commission (the ‘Achievement Date’), and (ii) a market capitalization of at least $1,000,000,000, calculated as the product of the number of fully diluted shares of Common Stock outstanding (including all shares issuable upon exercise of outstanding options, warrants, and convertible securities) and the Nasdaq closing price per share of Common Stock on the trading day immediately preceding the Achievement Date (collectively, the ‘Milestones’).

(b) The number of shares subject to the Milestone Option shall be equal to $100,000,000 divided by the Nasdaq closing price per share of Common Stock on the trading day immediately preceding the Achievement Date (the ‘Reference Price’).

(d) The Milestone Option shall vest in full on the date of grant (the ‘Grant Date’) and shall have a term of ten (10) years from the Grant Date, subject to earlier termination as provided in the Plan and the applicable award agreement. The Milestone Option shall be subject to the terms and conditions of the Plan and a stock option award agreement in the form approved by the Board or its Compensation Committee, which shall include provisions for cashless exercise to the extent permitted under the Plan.

(e) The grant of the Milestone Option is subject to (i) approval by the Board or its Compensation Committee, (ii) the availability of sufficient shares under the Plan, and (iii) compliance with applicable securities laws, including Nasdaq listing rules. Nothing in this Section 3.4 shall create an entitlement or expectation to the Milestone Option if the Milestones are not achieved or if your employment terminates prior to the Grant Date for any reason.

(f) The Milestone Option shall be subject to the Company’s clawback policy (as may be adopted or amended to comply with Dodd-Frank Act requirements or Nasdaq rules) and shall be forfeited in full if the Executive’s employment terminates for any reason (including for Cause or without Good Reason) prior to the Achievement Date, or if the milestone is not achieved during the Term.”

3.	No Other Changes. Except as expressly modified by this Amendment, all terms and conditions of the<br>Employment Agreement shall remain in full force and effect.
4.	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of<br>the State of Delaware, without regard to conflicts of laws principles.
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5.	Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an<br>original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission<br>(including PDF) shall be effective as delivery of a manually executed counterpart.
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If the foregoing accurately reflects our understanding, please sign and return a copy of this Amendment to the undersigned.

Sincerely,
VisionWave Holdings, Inc.
By:/s/ Erik Klinger
Name: Erik Klinger
Title: Chief Financial Officer
Agreed and Accepted:
/s/ Douglas Davis
Douglas Davis