VisionWave Holdings Inc 2026年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from to VISIONWAVE HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (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, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting company☒ Large accelerated filerNon-accelerated filerEmerging 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 Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of February 17, 2026, 19,591,163 shares of common stock, par value $0.01 per share, were issued and outstanding. VISIONWAVE HOLDINGS, INC. FORM10-QFOR THE QUARTER ENDED DECEMBER 31, 2025 TABLE OF CONTENTS PagePart I. Financial Information3Item 1. Financial StatementsCondensed Consolidated Balance Sheets as of December 31, 2025 (unaudited) and September 30, 20253Unaudited Condensed Consolidated Statements of Operations for the three months ended December 31, 2025 and 20244Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months endedDecember 31, 2025 and 20245Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 20246Notes to Unaudited Condensed Consolidated Financial Statements7Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk64Item 4. Controls and Procedures64Part II. Other Information65Item 1. Legal Proceedings65Item 1A. Risk Factors66Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities66Item 3. Defaults Upon Senior Securities71Item 4. Mine Safety Disclosures71Item 5. Other Information71Item 6. Exhibits71Part III. Signatures75 VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited) VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024(Unaudited) VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIESNOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited) Note 1—Organization and Business Operations VisionWave Holdings, Inc. (“VW Holdings” or the “Company”) is a Delaware company incorporated in 2024. VW Holdings is thesuccessor to Bannix Acquisition Corp., (“Bannix”) a blank check company incorporated in the state of Delaware on January 21, 2021for the purpose of effecting mergers, capital stock exchange, asset acquisitions, stock purchases, reorganization or similar businesscombinations with one or more businesses (“Business Combination”). Prior to the succession of Bannix by VW Holdings, on March 26, 2024, Bannix entered into a Business Combination Agreement (the“Original Agreement”), by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation (“Target” or “VW Tech.”) andthe shareholders of Target. On September 6, 2024, Bannix entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and amongBannix, VW Holdings, a direct, wholly owned subsidiary of Bannix, BNIX Merger Sub, Inc., a Delaware corporation and a direct,wholly owned subsidiary of VisionWave (“Parent Merger Sub”), BNIX VW Merger Sub, Inc., a Nevada corporation and direct, whollyowned subsidiary of VisionWave (“Company Merge