Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-000494

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e7497_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (e7497_ex99-1.htm)

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March

27, 2026

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,

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 7.01 Regulation FD Disclosure

VisionWave Holdings Inc. (the “Company”)

is furnishing herewith a press release announcing the completion of an internal research paper evaluating radio-frequency (RF)–based

subsurface sensing architectures as part of its long-term strategic initiatives.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under

the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated March 27, 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:

March 27, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7497_ex99-1.htm · Sequence: 2

EXHIBIT 99.1

VisionWave Announces Completion of Internal Research

Paper on

Conceptual RF-Based Subsurface Sensing Architectures in

Connection with Recent Liberia LOE Engagement

Company Completes Internal Technical Evaluation

of Potential RF-Based Sensing Concepts

West Hollywood, CA – March 27, 2026 –

VisionWave Holdings, Inc. (NASDAQ: VWAV) (“VisionWave” or the “Company”), a next-generation defense and advanced

sensing technology company, today announced the completion of an internal research paper evaluating conceptual radio-frequency (RF)–based

subsurface sensing architectures which the Company intends to incorporate into its broader long-term strategy in energy, infrastructure

intelligence, and subsurface mapping.

This research initiative follows VisionWave’s

recently announced strategic engagement in offshore energy exploration in Liberia and reflects the Company’s continued focus on

exploring advanced sensing approaches designed to enhance situational awareness in complex environments. The research paper represents

a technical evaluation and conceptual framework only, and not an existing commercial product or deployed system. The Company emphasizes

that the research paper represents a technical evaluation and conceptual framework, and not an existing commercial product or deployed

system.

The research paper, developed as part of the Company’s

ongoing research and development efforts, examines the feasibility and architectural considerations of near-source RF sensing systems

intended to provide enhanced subsurface visibility in select geological conditions. The work outlines a potential framework combining

advanced antenna design, edge-based signal processing, and physics-informed computational models.

VisionWave believes that, if successfully developed

and validated, such approaches may support improved detection of subsurface features, including geological boundaries, fracture networks,

and other structural characteristics relevant to energy exploration and infrastructure applications. However, the Company notes that the

concepts described in the research paper remain subject to significant technical validation, environmental dependencies, and engineering

development.

Technology Overview

VisionWave’s research paper outlines a conceptual

subsurface sensing architecture based on the integration of radio-frequency (RF) signal propagation, advanced antenna systems, and real-time

computational processing.

Unlike conventional approaches that primarily measure

formation properties surrounding the drill path, the proposed architecture is designed to analyze electromagnetic responses in the volume

ahead of the sensing source. This is achieved through a combination of directional RF transmission, multi-element receiver arrays, and

adaptive signal processing techniques intended to distinguish between direct-path signals, environmental interference, and formation-dependent

responses.

The conceptual system architecture incorporates embedded

processing capabilities at the edge, where acquired RF data may be conditioned, filtered, and interpreted in real time. This includes

the use of model-based inversion techniques and physics-informed computational methods designed to translate complex electromagnetic responses

into structured representations of subsurface characteristics.

The research paper further evaluates antenna configurations

integrated within mechanically robust structures capable of operating in high-pressure and high-temperature environments. Particular emphasis

is placed on managing signal distortion caused by surrounding structures and environmental conditions, while maintaining directional sensitivity

and operational stability.

VisionWave’s research also explores hybrid computational

frameworks combining classical electromagnetic modeling with machine learning–assisted interpretation. These methods are intended

to improve signal discrimination and enable probabilistic interpretation of subsurface features under varying environmental conditions.

The Company reiterates that the technologies described

in the research paper are conceptual in nature and remain under evaluation, with no assurance of successful development or commercial

implementation.

The Company reiterates that the technologies described

in the research paper are conceptual in nature and remain under evaluation, with no assurance of successful development or commercial

implementation.

Integration with Conventional Drilling Systems

From a technical perspective, the research paper evaluates

an approach designed to integrate RF-based sensing elements, including transmission components and antenna structures, into near-source

sections of conventional drilling assemblies, in proximity to the drill bit.

This conceptual integration approach is intended to

preserve traditional drilling workflows while introducing an additional sensing layer capable of capturing and interpreting electromagnetic

responses during operation. By embedding sensing components within structurally compatible sections of the drilling system, the proposed

architecture seeks to operate alongside conventional mechanical and geological processes without altering their core function.

The research paper emphasizes compatibility with established

drilling environments, where mechanical integrity, durability, and operational continuity are critical. The concept focuses on maintaining

the performance of conventional systems while augmenting them with additional data acquisition and interpretation capabilities.

VisionWave’s research strategy is based on the

principle of incremental enhancement—evaluating advanced sensing and computational technologies as an additional layer of intelligence,

rather than a replacement for existing methodologies. The Company believes such an approach may support practical adoption pathways, subject

to successful technical validation.

The Company notes that any potential integration of

such technologies would require extensive engineering development, validation, and field testing. There can be no assurance that any such

integration will occur or that the concepts will prove technically or commercially viable.

Management Commentary

“We are approaching subsurface exploration as

a sensing and intelligence challenge rather than a purely mechanical process,” said Douglas Davis, Executive Chairman and Chief

Executive Officer of VisionWave. “This research paper reflects our effort to evaluate how physics-based signal propagation and real-time

computational methods may, over time, contribute to improved visibility in complex subsurface environments. Importantly, our approach

is focused on augmenting existing systems with additional layers of intelligence, not replacing them. While still at a research and evaluation

stage, we believe this direction represents a meaningful long-term opportunity to enhance how subsurface environments are understood.”

The Company views this research initiative as part

of a broader strategy to expand its capabilities across multiple domains, including defense, infrastructure monitoring, and energy-related

applications, where advanced sensing and real-time data interpretation may provide operational advantages. Any expansion into energy-related

applications remains highly speculative and subject to the substantial risks outlined below and in the Company’s SEC filings.

VisionWave will continue to evaluate and refine these

concepts as part of its long-term research and development roadmap. There can be no assurance that the technologies described in the research

paper will be successfully developed, validated, or commercialized.

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 and Section 21E of the Securities Exchange Act of 1934, as

amended, including statements regarding the Letter of Engagement with the National Oil Company of Liberia (“NOCAL”), the potential

pathway toward a Production Sharing Contract (“PSC”) for offshore Blocks LB-4 and LB-5, the possible deployment and performance

of the Company’s proprietary RF-based sensing technologies in offshore petroleum exploration, anticipated strategic benefits from

diversification into the global energy sector, expected financial commitments (including signing bonuses, data licensing fees, and signature

bonuses), potential extensions of exclusivity, farm-out or partnering arrangements, and the Company’s broader strategy of applying

defense-derived technologies to new industries. These statements are based on current expectations and assumptions and are subject to

risks and uncertainties that could cause actual results to differ materially.

Forward-looking statements are generally identified

by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”

“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”

“predict,” and similar expressions, or by statements that events or trends “may,” “will,” or “could”

occur.

Forward-looking statements are subject to risks and

uncertainties that could cause actual results to differ materially from those expressed or implied, including but not limited to: the

highly conditional and preliminary nature of the LOE, which does not grant petroleum rights and provides no assurance of PSC execution;

failure to obtain prequalification from the Liberia Petroleum Regulatory Authority, regulatory approvals, or legislative ratification

by the Liberian Legislature; delays or denials in the PSC process or LOE extension; technical, operational, or economic challenges in

validating and deploying the Company’s RF-based sensing technologies in offshore exploration environments (a new application domain

outside the Company’s primary defense and homeland security markets); the Company’s ability to fund material upfront commitments

(including a $600,000 initial signing bonus and potential post-PSC data licensing and signature bonuses totaling millions of dollars)

without significant dilution, debt, or partnering arrangements; geopolitical, political, regulatory, corruption, sanctions, or force majeure

risks associated with operations or investments in Liberia or similar emerging markets; potential revocation of the LOE due to default,

breach, or other events; inability to secure qualified strategic partners for farm-out or risk-sharing; adverse changes in global energy

markets, commodity prices, or exploration economics; competition from established oil and gas operators with conventional seismic methods;

and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission, including those related to

liquidity, capital resources, technology development, international expansion, and diversification risks. All forward-looking statements

speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in

this press release and in the Company’s SEC filings. VisionWave undertakes no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events, or otherwise, except as required by law. Investors are cautioned not

to place undue reliance on these forward-looking statements.

Contacts:

VWAV - Investor Contact: investors@vwav.inc

Website: https://www.vwav.inc

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