VisionWave Holdings Inc美股招股说明书(2026-02-17版)

PROSPECTUS 10,200,000 Shares VisionWave Holdings, Inc. Common Stock This prospectus relates to the offer and sale, from time to time, by the selling stockholder identified below, or their permittedtransferees, of up to 10,200,000 shares of our common stock, par value $0.01 per share (“common stock”), including (i) up to10,000,000 shares of our common stock that we may issue and sell to YA II PN, LTD., a Cayman Islands exempt limited company(“YA II,” “Investor” or the “Selling Stockholder”), from time to time after the date of this prospectus, pursuant to the Standby EquityPurchase Agreement dated July 25, 2025, as amended by Amendment No. 1 dated January 19, 2026 (“SEPA”), entered into with YA IIand (ii) 200,000 shares of common stock (the “YA II Commitment Shares”) issued to YA II as consideration for its irrevocablecommitment under the SEPA. The shares of our common stock being offered by YA II have been and may be issued pursuant to the SEPA pursuant to whichthe Company has the right to sell to YA II up to $50 million of its shares of common stock, subject to certain limitations and conditionsset forth in the SEPA, from time to time during the term of the SEPA. Upon the satisfaction of the conditions to YA II’s purchase obligation set forth in the SEPA, including having a registrationstatement registering the resale of the shares of common stock issuable under the SEPA declared effective by the SEC, the Companywill have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct Investor to purchasea specified number of shares of common stock (“Advance”) by delivering written notice to YA II (“Advance Notice”). While there isno mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily tradedamount during the five consecutive trading days immediately preceding an Advance Notice. The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equalto 97% of the lowest daily VWAP of the shares of common stock during the three consecutive trading days commencing on the date ofthe delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptableprice as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish aminimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to YA II.“VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the NasdaqStock Market during regular trading hours as reported by Bloomberg L.P. The Amendment No. 1 (the "January Amendment") to the SEPA amended the SEPA to, among other things: (i) remove the Investor's ability to deliver investor notices, which previously allowed the Investor to require theCompany to issue and sell shares of Common Stock to the Investor in offset of amounts outstanding under the ConvertibleNotes; (ii) modify the conditions under which an Amortization Event (as defined in the Convertible Notes) may occur,providing that no Amortization Event shall be deemed to have occurred due to a Registration Event (as defined in theConvertible Notes) prior to July 15, 2026 (the "Rule 144 Date"), and after the Rule 144 Date, no such Amortization Event shalloccur so long as the Company remains current on its filings with the Securities and Exchange Commission (the "SEC") and theInvestor is able to rely on Rule 144 under the Securities Act of 1933, as amended, to resell shares of Common Stock issuableunder the Promissory Notes; (iii) cancel the Investor's obligation to fund an additional $2,000,000 in principal amount to the Company as set forthin a letter agreement dated September 11, 2025, between the Company and the Investor (provided that subsequent fundings onthe same or different terms may be mutually agreed by the parties in the future and documented in writing); and (iv) require the Company to use its best efforts to promptly respond to comments from the staff of the SEC regardingthe Company's initial Registration Statement on Form S-1 (File No. 333-289952) and seek effectiveness of such RegistrationStatement as soon as reasonably practicable. In connection with the SEPA, and subject to the condition set forth therein, YA II has agreed to advance to the Company in theform of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $5.0 million (the “Pre-PaidAdvance”). The first Pre-Paid Advance was disbursed on July 25, 2025 with respect to $3.0 million and the balance of $2.0 millionwas disbursed on September 11, 2025. The purchase price for the Pre-Paid Advance is 94% of the principal amount of the Pre-PaidAdvance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0%, subject to anincrease to 18