VisionWave Holdings Extends Share Purchase Agreement Deadlines

What Happened
VisionWave Holdings, Inc. announced it entered a side letter dated July 28, 2026 with seller Matania (Mati) Moskovich and C.M. Composite Materials Ltd. that extends deadlines under the Share Purchase Agreement (originally signed Feb 20, 2026 and amended Feb 26, 2026). The Side Letter (filed as Exhibit 10.1) retroactively (a) extends the Belrise Long-Stop Date from March 31, 2026 to December 31, 2026 and (b) extends the Outside Closing Date from June 30, 2026 to December 31, 2026. The Share Purchase Agreement still requires satisfaction (or the Company’s waiver) of the “Belrise Condition” before Closing, and VisionWave can terminate the agreement without liability if that condition is not met by December 31, 2026 (unless VisionWave is then in material breach).

Key Details

• Parties: VisionWave Holdings, Matania (Mati) Moskovich (Seller) and C.M. Composite Materials Ltd.
• New deadlines: Belrise Long-Stop Date and Outside Closing Date extended to December 31, 2026 (retroactive to original dates).
• Termination right: VisionWave may terminate without liability if the Belrise Condition is not satisfied or waived by Dec 31, 2026, provided VisionWave is not in material breach.
• Condition remains: The Side Letter does not waive the Belrise Condition itself; Closing cannot occur unless that condition is satisfied or waived by the Company.

Why It Matters
This extension gives VisionWave and the seller more time to satisfy conditions required to complete the purchase of the shares, reducing immediate timeline pressure for the transaction. However, the underlying condition (the Belrise Condition) remains in place, so there is still uncertainty until that condition is satisfied or formally waived. Investors should watch for updates on whether the Belrise Condition is met, whether the Company waives it, or whether the parties proceed to Closing by the new December 31, 2026 deadline.