VisionWave Holdings, Inc. 8-K

What Happened

• VisionWave Holdings, Inc. announced on Jan 7, 2026 (8-K filed) that it entered into and closed an Asset Purchase Agreement with Adrian Holdings S.R.L. on January 5, 2026 to acquire intellectual property related to the technology called QuantumSpeed.
• Consideration for the Assigned IP is 10,000,000 shares of VisionWave common stock plus a $10,000,000 promissory note. At closing VisionWave issued 3,000,000 shares and delivered the $10,000,000 note; the remaining 7,000,000 shares are contingent on shareholder approval under Nasdaq rules.

Key Details

• Closing date: January 5, 2026; press release filed January 7, 2026.
• Payment: 10,000,000 total shares (3,000,000 issued at closing; 7,000,000 contingent on shareholder approval) and a $10,000,000 promissory note.
• Contingency: If shareholder approval is not obtained within nine months after closing, VisionWave must transfer 60% of the equity in QuantumSpeed Inc. (the subsidiary holding the IP) to the seller; the seller keeps the 3,000,000 issued shares and the note.
• Independent valuation and fairness: BDO Consulting Group valued the QuantumSpeed IP at approximately $99.6 million as of Dec 31, 2025 and provided a fairness opinion to the Board; the filing notes this valuation is subject to assumptions and risks.

Why It Matters

• This is a strategic IP acquisition that could affect VisionWave’s technology pipeline and valuation: the company issued immediate equity and took on a $10M note while making future equity issuance contingent on shareholder approval.
• The large contingent equity component and the $10M promissory note change VisionWave’s capital structure and may affect existing shareholders (potential dilution if contingent shares are approved). The BDO valuation provides a benchmark (~$99.6M) but is not a guarantee of future realized value and may be impaired if development or commercialization assumptions aren’t met.
• Because only IP (not a business) was acquired, the company did not provide separate financial statements or pro forma financials for the acquired assets.