VisionWave Holdings, Inc. 8-K

What Happened

• VisionWave Holdings, Inc. announced it advanced $500,000 to C.M. Composite Materials Ltd. (CM) and received a promissory note dated February 4, 2026. The Company states the Note is a binding, enforceable obligation of CM and is a stand‑alone financial obligation not contingent on any merger or acquisition. The Note has a 24‑month maturity, with outstanding principal due December 31, 2027, unless repaid earlier.

Key Details

• Amount advanced: $500,000; Note dated February 4, 2026; proceeds funded February 4, 2026; advance referenced February 5, 2026.
• Maturity: 24 months; principal due December 31, 2027; prepayment allowed at any time without premium or penalty.
• Interest: No interest unless an event of default occurs, after which interest accrues at 5% per annum (or the maximum rate permitted by applicable law, if lower).
• Cumulative funding to CM by VisionWave is approximately $1,100,000. Funds for this loan were provided by Stanley Hills, LLC under a Funding Support Agreement dated March 31, 2025.

Why It Matters

• This 8-K reports a material financing arrangement that increases VisionWave’s credit exposure to CM by $500,000 (bringing cumulative advances to about $1.1M). The loan’s low-cost structure (no regular interest, interest only on default) reduces near‑term cash interest expense but leaves principal at risk.
• The filing notes possible related transactions remain subject to due diligence, board approvals and other conditions and may not occur; however, the Note itself remains fully enforceable regardless of whether any contemplated transaction is completed. Investors should monitor future disclosures for additional agreements, any repayment or default developments, and related corporate approvals.