VisionWave forms 50/50 CMJV with Sadot Group; Sadot to fund $7.81M for CM acquisition

VisionWave Holdings, Inc.

VisionWave contributed its right to acquire 51% of C.M. Composite Materials, a call option on 9.8 shares, and ~$7.81M in CM advances to CMJV for 7,814,323 units.
Sadot committed $7,814,323 cash in tranches: min $3.0M by Dec 30, 2026; $6.0M by Mar 30, 2027; $7.0M by Jun 30, 2027; full by Sept 30, 2027. Loan commitment raised to $16,628,646.
CM Acquisition (10.2 ordinary shares, 51% of CM) for 250,000 VisionWave shares still conditioned on Belrise JV agreements; Belrise Condition unmet, outside date extended to Dec 31, 2026.
Sadot issued VisionWave 250,000 SDOT shares as entry premium; 50% returnable if CM Acquisition fails due to VisionWave's willful breach, failure to deliver share consideration, or title failure.
Risks include Sadot not funding, Belrise Condition unmet, CM's settlement with Giza Zinger Even Mezzanine, and insolvency proceedings affecting CM's subsidiary.

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