{"filing":{"accession_number":"0001731122-26-000886","cik":"0002038439","ticker":"VWAVW","company_name":"VisionWave Holdings, Inc.","form":"8-K","filing_date":"2026-06-25","report_date":null,"primary_document":"e7744_8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2038439/000173112226000886/e7744_8-k.htm"},"events":[{"id":13721,"run_id":12189,"accession_number":"0001731122-26-000886","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.88,"summary":"VisionWave completed Stage 2 and Stage 3 closings of an exchange transaction with SaverOne on June 22, 2026, acquiring approximately 41% ownership of SaverOne's outstanding shares and entering into an Assignment of Exchange Rights agreement with Adrian Holdings that restructured the Company's financial obligations and equity interests, including assignment of approximately 14.8 billion SaverOne ordinary shares and reduction of a $10 million promissory note by ~$1.43 million.","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":10941,"accession_number":"0001731122-26-000886","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"VisionWave entered into an Assignment of Exchange Rights agreement with Adrian Holdings on June 22, 2026, assigning approximately 14.8 billion SaverOne ordinary shares and reducing a $10 million promissory note by ~$1.43 million. While technically an assignment rather than a traditional M\u0026A transaction, this represents a material restructuring of the Company's financial obligations and equity interests stemming from prior exchange and asset purchase agreements, affecting the composition and value of the Company's assets and liabilities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T12:02:54.634787+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10943,"accession_number":"0001731122-26-000886","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"VisionWave completed Stage 2 and Stage 3 closings of an exchange transaction with SaverOne on June 22, 2026, resulting in VisionWave acquiring approximately 41% ownership of SaverOne's outstanding shares. This represents a material acquisition or investment activity that would affect a reasonable investor's assessment of the company's capital structure and strategic position, even though the company will account for it under the equity method rather than consolidation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T12:02:54.634787+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13722,"run_id":12189,"accession_number":"0001731122-26-000886","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"VisionWave issued 1,331,637 shares of common stock to SaverOne as consideration under an Exchange Agreement, with aggregate value of approximately $4.26 million across two closings, in reliance on Section 4(a)(2) and Rule 506(b) exemptions as an unregistered private placement to an accredited investor.","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":10942,"accession_number":"0001731122-26-000886","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VisionWave issued 1,331,637 shares of common stock to SaverOne as consideration under an Exchange Agreement, with aggregate value of approximately $4.26 million across two closings (Stage 2 and Stage 3). The shares were issued in reliance on Section 4(a)(2) and Rule 506(b) exemptions as an unregistered private placement to an accredited investor, and bear restrictive legends. This is a classic dilutive equity issuance under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T12:02:54.634787+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":10941,"accession_number":"0001731122-26-000886","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"VisionWave entered into an Assignment of Exchange Rights agreement with Adrian Holdings on June 22, 2026, assigning approximately 14.8 billion SaverOne ordinary shares and reducing a $10 million promissory note by ~$1.43 million. While technically an assignment rather than a traditional M\u0026A transaction, this represents a material restructuring of the Company's financial obligations and equity interests stemming from prior exchange and asset purchase agreements, affecting the composition and value of the Company's assets and liabilities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T12:02:54.634787+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-06-25"},{"id":10942,"accession_number":"0001731122-26-000886","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VisionWave issued 1,331,637 shares of common stock to SaverOne as consideration under an Exchange Agreement, with aggregate value of approximately $4.26 million across two closings (Stage 2 and Stage 3). The shares were issued in reliance on Section 4(a)(2) and Rule 506(b) exemptions as an unregistered private placement to an accredited investor, and bear restrictive legends. This is a classic dilutive equity issuance under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T12:02:54.634787+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-06-25"},{"id":10943,"accession_number":"0001731122-26-000886","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"VisionWave completed Stage 2 and Stage 3 closings of an exchange transaction with SaverOne on June 22, 2026, resulting in VisionWave acquiring approximately 41% ownership of SaverOne's outstanding shares. This represents a material acquisition or investment activity that would affect a reasonable investor's assessment of the company's capital structure and strategic position, even though the company will account for it under the equity method rather than consolidation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T12:02:54.634787+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-06-25"}]}