VisionWave Holdings, Inc. (NASDAQ:VWAV) ("VisionWave" or the "Company"), an AI-driven technology company focused on artificial intelligence and advanced defense manufacturing, today provided a strategic update on its previously announced proposed acquisition of a 51% equity interest in C.M. Composite Materials Ltd. ("CM Israel"), an Israeli aerospace-certified manufacturer of structural composite components for advanced defense platforms. The proposed transaction was previously described in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February, 2026 and in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026.
Transaction Details
• Agreement signed: February 20, 2026 (Investment and Share Purchase Agreement), as amended by a First Amendment dated February 26, 2026; related Loan Agreement dated February 20, 2026; Side Letter dated March 11, 2026
• Stake: 10.2 ordinary shares of CM, representing 51% of CM’s issued and outstanding ordinary shares
• Purchase price: 250,000 shares of VisionWave common stock, valued at $2,500,000 based on the parties’ agreement, to be deposited with an approved Israeli trustee and held to secure CM’s obligations to Giza
• Loan facility: up to $5,000,000, bearing simple interest at 12% per annum, maturing three years after February 20, 2026, secured by a first-priority security interest in substantially all assets of CM
• Funding commitment: under the Side Letter, the Company has irrevocably committed to provide aggregate funding of at least $5,000,000 to CM, allocated $1,500,000 to working capital and $3,500,000 to the establishment and operation of a new facility outside Israel. This commitment is not conditioned on completion of the proposed acquisition
• Conditions to closing: execution and effectiveness of the Belrise JV Agreements, and other customary conditions