VisionWave Holdings, Inc. (VWAV): debt financing — VisionWave Holdings enters into $50M Standby Equity Purchase Agreement with YA II PN

VisionWave Holdings, Inc.

Up to $50 million of common stock may be sold to YA II PN under the SEPA at 97% of lowest daily VWAP over 3 days.
YA II PN advanced $3 million as a convertible promissory note on July 25, 2025; $2 million more due upon SEC registration.
Convertible notes carry 6.0% interest (18% on default), mature in 12 months, conversion price lower of $10 or 93% of 5-day VWAP (floor $1).
VisionWave paid a $35,000 structuring fee and issued 200,000 shares as equity fee; a $500,000 commitment fee is due in two installments.
Investor may force advances when note balance exists; the SEPA terminates after 24 months or $50 million in advances.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

VisionWave Holdings, Inc. incurred convertible notes of aggregate principal amount of $5.0 million with YA II PN, LTD at 6.0% maturing 12-months after the closing of each tranche of the Pre-Paid Advance.

Instrument: convertible notes
Principal: aggregate principal amount of $5.0 million
Counterparty: YA II PN, LTD
Rate: 6.0%
Maturity: 12-months after the closing of each tranche of the Pre-Paid Advance
Event: incurrence

Exact text from the filing

Investor has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $5.0 million (the “Pre-Paid Advance”). The first Pre-Paid Advance was disbursed on July 25, 2025 with respect to $3.0 million and the balance of $2.0 million will be disbursed upon the registration statement registering the resale of the shares of common stock issuable under the SEPA being declared effective. The purchase price for the Pre-Paid Advance is 94% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date will be 12-months after the closing of each tranche of the Pre-Paid Advance.

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Source: SEC EDGAR

accession 0001731122-25-001035

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