UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
On May 12, 2026, VisionWave Israel Ltd. (“VW Israel”), a wholly owned subsidiary of VisionWave Holdings Inc. (“VisionWave” or the “Company”), entered into a definitive Share Purchase and Shareholders Agreement (the “Agreement”) with Mr. Ian Paklida (the “Seller”), pursuant to which VW Israel agreed to acquire 60% of the issued and outstanding equity interests of VIP Lux Travel Ltd. and PKLST Tourism and Leisure Ltd., both Israeli corporations (collectively, the “Target Companies”).
The Agreement is definitive; however, the transaction has not yet closed.
Under the terms of the Agreement, the consideration for the acquisition of the Target Companies will be the issuance of shares of common stock of the Company, subject to the satisfaction of various conditions precedent and regulatory approvals.
The Agreement contemplates an aggregate transaction value of up to approximately 15 million NIS, payable in the Company shares valued at approximately USD $3 million. The number of shares to be issued will be 513,752 shares of common stock of the Company representing $6.02 cost per share.
The Agreement includes customary representations, warranties, covenants, indemnification provisions, confidentiality obligations, lock-up restrictions, and closing conditions. Closing remains subject to, among other things:
| · | completion of legal, financial, and operational due diligence; |
| · | receipt of all required corporate and regulatory approvals; |
| · | applicable tax rulings and/or approvals in Israel; |
| · | execution and delivery of final ancillary closing documents; and |
| · | satisfaction or waiver of other customary closing conditions. |
Until the closing occurs, there can be no assurance that the acquisition will be consummated on the terms currently contemplated, or at all.
The Company intends to evaluate strategic opportunities relating to the Target Companies’ operations and potential integration into VisionWave’s broader international business activities.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full Agreement, a copy of which the Company intends to file as an exhibit to a subsequent amendment to this Current Report or to another applicable filing, subject to confidential treatment and redaction rights, if applicable.
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: May 15, 2026 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Chief Executive Officer | |