VisionWave Holdings, Inc. (VWAV): debt financing — VisionWave raises $2M immediate convertible note, additional $2M upon S-1 effectiveness

VisionWave Holdings, Inc.

Received $2M second tranche under SEPA via convertible note (Second Note) at 94% of principal ($1.88M net).
Second Note matures 9/11/2026, 6% interest (18% default), convertible at lower of $10.00 or 93% VWAP floor $1.00.
Additional $2M New Note to be issued upon registration statement effectiveness; 12% interest, 12-month maturity, monthly $200K installments.
Investor granted 12-month right of first refusal on future financings; registration condition for second tranche waived.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

VisionWave Holdings, Inc. incurred convertible notes of $2,000,000 with YA II PN, Ltd. at 12% per annum (increasing to 18% upon an event of default) maturing 12 months from issuance date (approximately September 2026).

Instrument: convertible notes
Principal: $2,000,000
Counterparty: YA II PN, Ltd.
Rate: 12% per annum (increasing to 18% upon an event of default)
Maturity: 12 months from issuance date (approximately September 2026)
Event: incurrence

Exact text from the filing

the Investor agreed to fund an additional $2,000,000 in principal amount (the "Additional Advance") under the terms of a new convertible promissory note in the principal amount of $2,000,000 (the "New Note"

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.98

VisionWave Holdings, Inc. incurred convertible notes of $2,000,000 with YA II PN, Ltd. at 6% per annum (increasing to 18% upon an event of default) maturing September 11, 2026.

Instrument: convertible notes
Principal: $2,000,000
Counterparty: YA II PN, Ltd.
Rate: 6% per annum (increasing to 18% upon an event of default)
Maturity: September 11, 2026
Event: incurrence

Exact text from the filing

the Investor advanced the second tranche of the Pre-Paid Advance in a principal amount of $2,000,000 (the "Second Pre-Paid Advance") on September 11, 2025, in connection with the issuance by the Company of a convertible promissory note in the principal amount of $2,000,000 (the "Second Note").

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

VisionWave Holdings, Inc. issued convertible note to YA II PN, Ltd. for purchase price for the New Note will be $1,880,000.

Security: convertible note
Purchaser: YA II PN, Ltd.
Consideration: purchase price for the New Note will be $1,880,000

Exact text from the filing

condition precedent set forth in the SEPA relating to the effectiveness of a registration statement for the Second Pre-Paid Advance. The purchase price for the Second Note is $1,880,000 (94% of the principal amount, reflecting a 6% discount). In addition, pursuant to the Letter Agreement, the Investor agreed to fund an additional $2,000,000 in principal amount

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VisionWave Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001731122-25-001234

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