VisionWave Holdings Enters JV to Pursue CM Acquisition

What Happened

• VisionWave Holdings, Inc. announced on September 30, 2026 that it formed a 50/50 joint venture (CMJV LLC) with Sadot Group Inc. to hold VisionWave’s rights relating to C.M. Composite Materials Ltd. (“CM”), to act as lender to CM, and to pursue VisionWave’s previously announced proposed acquisition of a 51% interest in CM.
• At closing, VisionWave contributed its rights under the February 20, 2026 Share Purchase Agreement (including the right to acquire 51% of CM and a call option on the remaining shares), related loan documents, and approximately $7.81 million of advances to CM in exchange for 7,814,323 CMJV units. Sadot committed to contribute $7,814,323 in cash (the Capital Commitment) in tranches and received an equal number of units; Sadot also issued VisionWave 250,000 restricted Sadot shares as an “Entry Premium.”

Key Details

• JV formed and closed on September 30, 2026; Contribution Agreement and Loan Agreement amendment were executed at closing.
• VisionWave and Sadot each hold 50% of CMJV units immediately after closing; Sadot’s funding schedule requires minimum cumulative funding of $3.0M by 12/30/2026, $6.0M by 3/30/2027, $7.0M by 6/30/2027 and full $7,814,323 by 9/30/2027.
• VisionWave’s advances to CM total approximately $7.81 million as of 9/30/2026; advances bear 12% interest and mature in February 2029, secured by first-priority security interests.
• The underlying CM acquisition closing is still conditional (including satisfaction of a “Belrise” joint venture condition) and the Share Purchase Agreement outside closing date was extended to December 31, 2026. If Sadot fails to fund its full commitment by 9/30/2027, the unfunded portion is extinguished and Sadot’s units are canceled pro rata (the “True-Up”); governance protections and funding-enforcement rights are specified in the JV Agreement.
• Haggai Ravid, a VisionWave director, is a Sadot director and was designated as one of Sadot’s two CMJV managers; the transaction was approved by VisionWave’s board with disinterested directors voting in favor.

Why It Matters

• The JV moves VisionWave from being the sole pursuing party to sharing the CM opportunity and funding obligations 50/50 with Sadot while preserving the potential to acquire a 51% interest in CM if closing conditions are met.
• Investors should note the company currently owns no equity in CM; its economic exposure to CM is now through CMJV and remains conditional on Sadot’s funding and satisfaction/waiver of the Belrise Condition. The transaction increases VisionWave’s leveraged exposure (secured advances of ~$7.81M at 12% interest) and introduces execution and funding risk if Sadot does not complete the Capital Commitment or if closing conditions are not satisfied.
• VisionWave disclosed customary contractual protections, transfer restrictions, and that certain risks (including the possibility the CM acquisition may not close) could materially affect outcomes; these and other risks are described in the filing.