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    Amendment: VisionWave Holdings Inc. filed SEC Form 8-K: Financial Statements and Exhibits

    7/18/25 4:04:16 PM ET
    $VWAV
    Computer Software: Prepackaged Software
    Technology
    Get the next $VWAV alert in real time by email
    true Explanatory Note This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by VisionWave Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on July 15, 2025 (the “Original Report”). The purpose of this Amendment is to amend Item 9.01(a) of the Original Report to provide the audited financial statements of VisionWave Technologies Inc. as of and for the year ended March 31, 2025, which were not available at the time of the Original Report. Except as set forth in this Amendment, the Original Report remains unchanged and in full force and effect. 0002038439 0002038439 2025-07-14 2025-07-14 0002038439 VWAV:CommonStockParValue0.01PerShareMember 2025-07-14 2025-07-14 0002038439 VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2025-07-14 2025-07-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    Form 8-K/A

    Amendment No. 1

     

    Current Report
    Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): July 14, 2025

     

    VisionWave Holdings Inc.

    (Exact Name of Registrant as Specified in its Charter)

     

    Delaware   001-72741   99-5002777
    (State or other jurisdiction
    of incorporation) 
      (Commission File Number)    (I.R.S. Employer
    Identification No.) 

     

    300 Delaware Ave., Suite 210 # 301
    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. ☐

     

     

     

    Explanatory Note

     

    This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by VisionWave Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on July 15, 2025 (the “Original Report”). The purpose of this Amendment is to amend Item 9.01(a) of the Original Report to provide the audited financial statements of VisionWave Technologies Inc. as of and for the year ended March 31, 2025, which were not available at the time of the Original Report. Except as set forth in this Amendment, the Original Report remains unchanged and in full force and effect.

     

     

     

     

    Item 9.01 Financial Statements and Exhibits.

     

    (a) Financial statements of businesses acquired

     

    The audited financial statements of VisionWave Technologies Inc. as of and for the year ended March 31, 2025, are filed as Exhibit 99.2 hereto and incorporated herein by reference.

     

    The audited financial statements of VisionWave Technologies Inc. as of and for the year ended March 31, 2024, and the unaudited financial statements of VisionWave Technologies Inc. for the interim periods ended December 31, 2024, are incorporated by reference herein from the Company’s Registration Statement on Form S-4 (File No. 333-284472), as amended and declared effective by the SEC on May 5, 2025.

     

    (b) Pro forma financial information

     

    The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2024, giving effect to the Business Combination, is also incorporated by reference herein from the Company’s Registration Statement on Form S-4 (File No. 333-2844), as amended and declared effective by the SEC on May 5, 2025.

     

    (d) Exhibits:

     

          Incorporated by Reference
    Exhibit   Description   Schedule/
    Form
      File Number   Exhibits   Filing Date
    99.1  

    Audited financial statements of VisionWave Technologies Inc. as of and for the year ended March 31, 2025.

                   
    104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.                

     

    * Indicates management contract or compensatory plan or arrangement.

     

     

     

    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: July 18, 2025  
       
    VisionWave Holdings Inc.  
       
    By: /s/ Noam Kenig  
    Name:  Noam Kenig   
    Title: Chief Executive Officer  

     

     

     

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