VisionWave Holdings, Inc. 8-K

What Happened

• VisionWave Holdings, Inc. announced on February 20, 2026 that it entered into an Investment and Share Purchase Agreement to acquire 10.2 ordinary shares (51%) of C.M. Composite Materials Ltd. The purchase consideration is 250,000 VisionWave common shares, valued at $2,500,000.
• At the same time VisionWave entered a Loan Agreement to provide a secured loan facility of up to $5,000,000 to C.M. Composite, including an initial advance of up to $1,500,000 due within ten business days after the February 20, 2026 effective date (subject to conditions).

Key Details

• Purchase: 10.2 ordinary shares of C.M. Composite (51% of 20 outstanding shares) in exchange for 250,000 VisionWave shares (valued at $2,500,000).
• Financing: Loan facility Commitment = $5,000,000; initial advance up to $1,500,000; remaining up to $3,500,000 by tranche (generally ≥ $250,000) by mutual agreement.
• Loan terms: simple interest at 12% per annum (or lower agreed rate), 3-year maturity, evidenced by a promissory note; secured by a first-priority security interest in substantially all of C.M. Composite’s assets (including IP).
• Prior advances: VisionWave previously advanced funds to C.M. Composite — $500,000 (Feb 5, 2026), $200,000 (Jan 22, 2026), and $398,345 (Dec 26, 2025) under a prior promissory note.
• Securities treatment: Issuance of VisionWave shares to the seller is a private placement exempt from registration under Section 4(a)(2) and/or Rule 506; the seller received certain registration rights.

Why It Matters

• The transaction gives VisionWave controlling ownership (51%) of C.M. Composite and creates a funding commitment (up to $5M) intended to support commercialization and global expansion of the target’s technologies and products, including U.S. markets.
• For investors, this is a strategic acquisition paired with secured financing that could accelerate C.M. Composite’s operations and potentially affect VisionWave’s equity base (250,000 new shares issued) and future capital deployment. The loan is secured and carries a material interest rate and three-year maturity, which affects credit exposure and potential upside from the acquired business.