Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-001101

Filed: 2026-08-19

Period: 2026-08-19

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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8-K — e7869_8-k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (e7869_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): August

19, 2026

VisionWave

Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-72741

99-5002777

(State

or other jurisdiction

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 (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

On August 19, 2026, VisionWave Holdings, Inc. (the “Company”)

issued a press release announcing the appointment of Tony Fabrizio as Director, Aerospace and Defense of VisionWave Holdings UK Ltd (registered

in England and Wales), a wholly-owned subsidiary of the Company (the “UK Subsidiary”), effective May, 2026.

There are no family relationships between Mr. Fabrizio and any director

or executive officer of the Company. There are no arrangements or understandings between Mr. Fabrizio and any other person pursuant to

which he was selected for his position, and there are no transactions involving Mr. Fabrizio that would require disclosure under Item

404(a) of Regulation S-K.

Mr. Fabrizio has more than 25 years of experience in business development,

strategic partnerships and complex technology programs across the defense, public sector, telecommunications, cloud, artificial intelligence,

cybersecurity and digital transformation sectors. His prior experience includes engagements involving the UK Ministry of Defence, defense

prime contractors, government organizations and international defense and technology partners.

In his new role, Mr. Fabrizio is expected to lead business development

and sales activities for the Company’s and the UK Subsidiary’s products and services across the United Kingdom and Europe,

supporting the Company’s expansion within the aerospace and defense markets.

A copy of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K.

The information contained 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 deemed incorporated by reference

into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific

reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange

Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation,

statements regarding Mr. Fabrizio’s anticipated role and responsibilities, the expected contributions of his appointment, and the

Company’s anticipated expansion within the aerospace and defense markets in the United Kingdom and Europe. 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. These statements are based on current expectations and assumptions and are subject to risks and uncertainties

that could cause actual results to differ materially from those expressed or implied, including the Company’s ability to retain

Mr. Fabrizio and other key personnel; the Company’s ability to establish, staff and expand operations in the United Kingdom and

Europe; the timing, availability and award of government, defense and defense-prime procurement opportunities; export control, security

clearance, licensing and other regulatory requirements; the Company’s liquidity and capital resources; and the other risks described

in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent

Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this Current Report on Form 8-K, and investors

are cautioned not to place undue reliance on them. The Company undertakes no obligation to update any forward-looking statement, whether

as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of VisionWave Holdings, Inc., dated August 19, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Furnished herewith. Exhibit 99.1 is furnished and not filed,

and is not incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933,

as amended, or the Exchange Act.

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.

Date: August 19, 2026

VISIONWAVE HOLDINGS, INC.

By:

/s/ Douglas Davis

Name:

Douglas Davis

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7869_ex99-1.htm · Sequence: 2

EXHIBIT 99.1

VisionWave Appoints Tony Fabrizio as Director, Aerospace

and Defense of Its UK Subsidiary, Strengthening UK and European Defense Expansion

Veteran defense and technology executive brings more than 25 years of

experience in the defense, government, artificial intelligence, cybersecurity and digital transformation sectors

LOS ANGELES and LONDON – August 19, 2026 – VisionWave

Holdings, Inc. (Nasdaq: VWAV) (“VisionWave” or the “Company”), a technology company focused on advanced defense,

aerospace and artificial intelligence solutions, today announced the appointment of Tony Fabrizio as Director, Aerospace and Defense

of VisionWave Holdings UK Ltd, a subsidiary of VisionWave (the “UK Subsidiary”), strengthening the Company’s business

development capabilities across the United Kingdom and European defense markets.

Fabrizio has more than 25 years of experience spanning defense, government,

telecommunications, cloud infrastructure, artificial intelligence, cybersecurity and digital transformation. Throughout his career, he

has worked extensively with the UK Ministry of Defence (“MOD”), defense prime contractors, government organizations and international

technology partners. Each of the foregoing engagements was undertaken in roles with employers other than VisionWave.

His experience includes building defense and public-sector practices, developing

go-to-market strategies, establishing strategic partnerships and supporting complex government and defense technology programs. Fabrizio

previously served in senior roles with organizations including Oracle, BetterGov and Acronis SCS, among others.

At BetterGov, Fabrizio established the company’s defense-sector capability

and secured and delivered a £2 million (approximately US$2.7 million at current exchange rates) MOD program for that company. At

Oracle, he supported MOD transformation programs for that company.

Fabrizio has also developed and supported strategic engagements with defense

prime contractors and technology partners on behalf of his prior employers.

In his role with VisionWave, Fabrizio will lead business development and

sales activities for the Company’s products and services across the United Kingdom and Europe, with a particular focus on developing

relationships with government defense organizations, defense primes and strategic technology partners.

“Tony’s extensive experience navigating the UK defense ecosystem

and building relationships across government, defense primes and technology organizations makes him an important addition to our growing

European organization,” said Douglas Davis, Chief Executive Officer of VisionWave Holdings, Inc. “As VisionWave expands

its defense and aerospace platform internationally, we believe having experienced leadership on the ground that understands both advanced

technology and the procurement environment is essential. Tony brings that combination.”

The appointment represents another step in VisionWave’s strategy

to expand its commercial and strategic presence within the international defense and aerospace markets.

About VisionWave Holdings, Inc.

VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing

technology 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 fixed-site environments. The Company’s website is https://www.vwav.inc.

Information contained on, or accessible through, the Company’s website is not incorporated by reference into, and does not form

a part of, this press release or any filing of the Company with the Securities and Exchange Commission.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe

harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, statements

regarding VisionWave’s strategy, expansion into the UK and European defense and aerospace markets, development of strategic relationships,

commercialization opportunities and anticipated contributions of personnel. 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 based on current expectations and assumptions and involve risks and uncertainties that could cause

actual results to differ materially from those expressed or implied, including, among others: the Company’s ability to retain Mr.

Fabrizio and other key personnel; the Company’s ability to establish, staff, fund and expand operations in the United Kingdom and

Europe; the Company’s limited operating history and the absence of an established track record in United Kingdom and European defense

procurement; the timing, availability and award of government, defense and defense-prime procurement opportunities; export control, security

clearance, licensing and other regulatory requirements; the Company’s liquidity, capital resources and need for additional financing;

and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including

its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Readers are cautioned not to place undue reliance on these forward-looking

statements. Additional information concerning risks and uncertainties affecting VisionWave is contained in the Company’s filings

with the Securities and Exchange Commission. VisionWave undertakes no obligation to update any forward-looking statements except as required

by applicable law. 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 set forth herein and in the Company’s filings with the Securities and Exchange Commission.

Contact for Investors: investors@vwav.inc

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