{"filing":{"accession_number":"0001731122-26-000960","cik":"0002038439","ticker":"VWAVW","company_name":"VisionWave Holdings, Inc.","form":"8-K","filing_date":"2026-07-21","report_date":null,"primary_document":"e7792_8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2038439/000173112226000960/e7792_8-k.htm"},"events":[{"id":18925,"run_id":17025,"accession_number":"0001731122-26-000960","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"VisionWave entered into a Securities Purchase Agreement on July 20, 2026, to issue convertible debentures with an aggregate principal amount of up to $15,000,000 ($10,000,000 closed immediately, $5,000,000 contingent on registration effectiveness). The debentures bear 5% interest (18% upon default), mature July 20, 2027, and require monthly principal repayments of $1,750,000 beginning December 30, 2026, plus a 2% payment premium.","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-07-21","form":"8-K","submitted_at":null,"items":[{"id":17882,"accession_number":"0001731122-26-000960","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"VisionWave entered into a Securities Purchase Agreement on July 20, 2026, to issue convertible debentures with an aggregate principal amount of up to $15,000,000 ($10,000,000 closed immediately, $5,000,000 contingent on registration effectiveness). The debentures bear 5% interest (18% upon default), mature July 20, 2027, and require monthly principal repayments of $1,750,000 beginning December 30, 2026, plus a 2% payment premium. This is a material creation of direct financial obligations under Item 1.01, though the convertible feature and warrant issuance are secondary to the core debt instrument. The company also obtained subsidiary guaranties and negotiated consent/deferral agreements with existing creditors, underscoring the significance of this financing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-21T10:09:51.267394+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17883,"accession_number":"0001731122-26-000960","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 is the standard disclosure vehicle for creation of direct financial obligations such as debt issuance, credit facilities, or term loans. The filing incorporates Item 1.01 by reference, which typically covers material agreements or transactions. Without access to Item 1.01 details, the most probable event is debt issuance or a new credit facility, making this a material financial obligation event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-21T10:09:51.267394+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18926,"run_id":17025,"accession_number":"0001731122-26-000960","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"VisionWave Holdings disclosed an unregistered sale of convertible debentures, warrants, and shares of common stock issuable upon conversion or exercise thereof to an accredited investor in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, representing a classic private placement with dilutive potential to existing shareholders.","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-07-21","form":"8-K","submitted_at":null,"items":[{"id":17884,"accession_number":"0001731122-26-000960","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 Holdings disclosed an unregistered sale of equity securities under Item 3.02, specifically Convertible Debentures, Warrants, and shares of Common Stock issuable upon conversion or exercise thereof, sold to an accredited investor in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. This is a classic private placement of convertible securities with dilutive potential, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-21T10:09:51.267394+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17882,"accession_number":"0001731122-26-000960","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"VisionWave entered into a Securities Purchase Agreement on July 20, 2026, to issue convertible debentures with an aggregate principal amount of up to $15,000,000 ($10,000,000 closed immediately, $5,000,000 contingent on registration effectiveness). The debentures bear 5% interest (18% upon default), mature July 20, 2027, and require monthly principal repayments of $1,750,000 beginning December 30, 2026, plus a 2% payment premium. This is a material creation of direct financial obligations under Item 1.01, though the convertible feature and warrant issuance are secondary to the core debt instrument. The company also obtained subsidiary guaranties and negotiated consent/deferral agreements with existing creditors, underscoring the significance of this financing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-21T10:09:51.267394+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-07-21"},{"id":17883,"accession_number":"0001731122-26-000960","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 is the standard disclosure vehicle for creation of direct financial obligations such as debt issuance, credit facilities, or term loans. The filing incorporates Item 1.01 by reference, which typically covers material agreements or transactions. Without access to Item 1.01 details, the most probable event is debt issuance or a new credit facility, making this a material financial obligation event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-21T10:09:51.267394+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-07-21"},{"id":17884,"accession_number":"0001731122-26-000960","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 Holdings disclosed an unregistered sale of equity securities under Item 3.02, specifically Convertible Debentures, Warrants, and shares of Common Stock issuable upon conversion or exercise thereof, sold to an accredited investor in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. This is a classic private placement of convertible securities with dilutive potential, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-21T10:09:51.267394+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-07-21"}]}