VisionWave Holdings, Inc. 8-K

What Happened

• On March 11, 2026, VisionWave Holdings, Inc. (the "Company") entered into a Side Letter with C.M. Composite Materials Ltd., Giza Zinger Even Mezzanine, L.P. ("Giza"), and Matania (Mati) Moskovitch. The Side Letter supplements the Company’s previously disclosed Investment and Share Purchase Agreement (SPA) and Loan Agreement dated February 20, 2026, and the Giza settlement dated February 5, 2026.
• The Side Letter: acknowledges that CM Company’s performance under the Giza settlement does not constitute a breach under the SPA/Loan/Note; consents to payments from the CM Company (including an immediate payment already made directly to Giza); restricts dilution and conversion rights until obligations to Giza are satisfied; and requires certain operational and governance steps (including appointment of an Israeli trustee for certain shares).

Key Details

• Date of Side Letter: March 11, 2026.
• Funding commitment: Company irrevocably commits to provide at least $5,000,000 to the CM Company (allocated $1,500,000 for working capital and $3,500,000 to establish and operate a new facility outside Israel).
• Anti-dilution and conversion limits: Neither party may take actions that would dilute CM Company shareholders (no equity/options/warrants/convertibles) until obligations to Giza are fully satisfied; Company may not exercise conversion rights under the Note without Giza’s written consent.
• Operational and security conditions: CM Company’s activities outside Israel must be conducted directly by CM Company (not via subsidiaries) unless such entities are pledged to Giza; Mati will appoint an Israeli trustee for certain CM Company shares (subject to Giza approval).

Why It Matters

• This Side Letter formalizes how VisionWave and CM Company will adhere to the prior Giza settlement and limits actions that could change ownership or convert debt into equity without Giza’s consent—matters that can affect share count and investor dilution.
• The $5.0M funding commitment is a concrete cash obligation by VisionWave that may affect its liquidity and the CM Company’s ability to expand operations outside Israel as described.
• Consent to payments to Giza and the operational/pledge restrictions clarify payment priorities and collateral arrangements, reducing legal uncertainty tied to the earlier settlement and related agreements.

(See Exhibit 10.1 to the 8-K for the full Side Letter text.)