{"schema_version":"secwatch.filing_event.v1","accession":"0001731122-25-001035","form_type":"8-K","ticker":"VWAV","cik":"0002038439","company_name":"VisionWave Holdings, Inc.","filed_at":"2025-07-28T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.889637+00:00","generated_at":"2026-05-18T00:36:00.231603+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"VisionWave Holdings enters into $50M Standby Equity Purchase Agreement with YA II PN","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001731122-25-001035","json":"https://secwatch.observer/filing/0001731122-25-001035.json","markdown":"https://secwatch.observer/filing/0001731122-25-001035.md","text":"https://secwatch.observer/filing/0001731122-25-001035.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2038439/000173112225001035/0001731122-25-001035-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2038439/000173112225001035/e6737_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud","generated_at":"2026-05-18T00:36:00.231603+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"cf1040e04b22ccfbe2633319d6bc70682e4f412a","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/2038439/000173112225001035/0001731122-25-001035-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"aggregate principal amount of $5.0 million"},{"label":"Counterparty","value":"YA II PN, LTD"},{"label":"Rate","value":"6.0%"},{"label":"Maturity","value":"12-months after the closing of each tranche of the Pre-Paid Advance"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}