---
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"
generated_at: "2026-05-18T00:36:00.231603+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# VisionWave Holdings enters into $50M Standby Equity Purchase Agreement with YA II PN

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001731122-25-001035
- JSON: https://secwatch.observer/filing/0001731122-25-001035.json
- Plain text: https://secwatch.observer/filing/0001731122-25-001035.txt

## Key facts
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2038439/000173112225001035/0001731122-25-001035-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.