VisionWave Holdings, Inc. (VWAV): debt financing — VisionWave secures $20M senior loan with 15% OID, issues warrant for 1.33M shares

VisionWave Holdings, Inc.

Senior loan of $20M from YA II PN, Ltd.; net proceeds ~$16.975M after 15% OID and $25K structuring fee.
0% interest (18% on default), 12-month maturity, monthly amortization of $2.5M principal plus 2% premium starting day 60.
Issued warrant for 1,333,333 shares at $9.00/share, 5-year term; registration rights granted for warrant shares.
First Amendment to SPA makes acquisition of Israeli company conditional on Belrise JV agreements; closing deferred to June 30, 2026.
Covenants restrict variable rate transactions, new debt, and related-party payments until loan is repaid.

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 loan of $20,000,000 senior loan with YA II PN, Ltd. at 0% interest per annum (increasing to 18% upon an Event of Default) maturing 12 months from issuance.

Instrument: loan
Principal: $20,000,000 senior loan
Counterparty: YA II PN, Ltd.
Rate: 0% interest per annum (increasing to 18% upon an Event of Default)
Maturity: 12 months from issuance
Event: incurrence

Exact text from the filing

On February 26, 2026, VisionWave Holdings Inc. (the "Company") entered into a Letter Agreement (the "Letter Agreement") with YA II PN, Ltd. (the "Investor"), pursuant to which the Investor agreed to provide the Company with a $20,000,000 senior loan (the "Loan") on the terms and conditions set forth therein.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

VisionWave Holdings, Inc. entered into Letter Agreement with YA II PN, Ltd. valued at $20,000,000 (effective 2026-02-26).

Action: entry
Agreement: credit facility
Counterparty: YA II PN, Ltd.
Value: $20,000,000
Effective: 2026-02-26

Exact text from the filing

On February 26, 2026, VisionWave Holdings Inc. (the “Company”) entered into a Letter Agreement (the “Letter Agreement”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with a $20,000,000 senior loan

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VisionWave Holdings, Inc. amended First Amendment with Matania (Mati) Moskovich, C.M. Composite Materials Ltd. (effective 2026-02-26).

Action: amendment
Counterparty: Matania (Mati) Moskovich, C.M. Composite Materials Ltd.
Effective: 2026-02-26

Exact text from the filing

On February 26, 2026, the Company entered into the First Amendment (the “Amendment”) to that certain Investment and Share Purchase Agreement, dated as of February 20, 2026 (the “SPA”), by and among the Company (“Buyer”), Matania (Mati) Moskovich (the “Seller”), and, solely for purposes of acknowledgment and certain covenants therein, C.M. Composite Materials Ltd., an Israeli limited liability company (the “CM Company”).

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104 debt financings filed in the last 30 days. Browse all debt financings →

VisionWave Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001731122-26-000319

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