VisionWave Holdings Inc 2024年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended September 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from to Commission file number 001-42741 VisionWave Holdings, Inc. (Exact name of registrant as specified in its charter) 300 Delaware Ave.,Suite 210 # 301Wilmington,Delaware 19801(Address of principal executive offices) Registrant’s telephone number, including area code: (302)305-4790 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated filerNon-accelerated filer Accelerated filer☐Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐Yes☒No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐Yes☒No Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Yes☒No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of March 31, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, the market value of ourcommon stock held by non-affiliates was $24,145,849 which is based on the average bid and ask price of such common equity, as ofthe last practical business day of the registrant’s most recently completed second fiscal quarter of $11.95. Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. TABLE OF CONTENTS PART I1Item 1.Business1Item 1A.Risk Factors4Item 1B.Unresolved Staff Comments16Item 1C.Cybersecurity16Item 2.Properties18Item 3.Legal Proceedings18Item 4.Mine Safety Disclosures18PART II19Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities19Item 6.Reserved26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 8.Financial Statements and Supplementary Data39Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure39Item 9A.Controls and Procedures39Item 9B.Other Information40Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection40PART III41Item 10.Directors, Executive Officers and Corporate Governance41Item 11.Executive Compensation48Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters51Item 13.Certain Relationships and Related Transactions, and Director Independence52Item 14.Principal Accounting Fees and Services54PART IV56Item 15.Exhibits and Financial Statement Schedules56=SIGNATURES57i FORWARD-LOOKING STATEMENTS This Annual Report (the “Annual Report”) on Form 10-K of VisionWave Holdings Inc. contai