VisionWave Holdings Inc美股招股说明书(2026-02-24版)

PROSPECTUS SUPPLEMENT NO. 1(To Prospectus dated February 17, 2026) VISIONWAVE HOLDINGS, INC.Up to 10,200,000 Shares of Common Stock This prospectus supplement relates to the prospectus dated February 17, 2026 (the “Prospectus”), forming part of our RegistrationStatement on Form S-1 (Registration No. 333-289952), which was declared effective by the Securities and Exchange Commission (the“SEC”) on February 17, 2026. The Prospectus relates to the offer and resale, from time to time, by the selling stockholder identifiedtherein (or its permitted transferees) of up to 10,200,000 shares of our common stock, par value $0.01 per share (the “CommonStock”), issuable under the Standby Equity Purchase Agreement dated July 25, 2025 (as amended), by and between VisionWaveHoldings, Inc. (the “Company,” “we,” “us,” or “our”) and YA II PN, Ltd. (the “Selling Stockholder”). Recent Developments Execution of Definitive Agreement for Acquisition of Controlling Interest in C.M. Composite Materials Ltd. On February 20, 2026 (the “Effective Date”), the Company, entered into two related definitive agreements in connection with astrategic investment and acquisition transaction involving C.M. Composite Materials Ltd., an Israeli corporation with registrationnumber 513931980 (the “Target Company”): (i) an Investment and Share Purchase Agreement (the “Share Purchase Agreement”),dated as of February 20, 2026, by and among the Company (as Buyer), Matania (Mati) Moskovich (as Seller), and the TargetCompany (solely for purposes of acknowledgment and certain covenants); and (ii) a Loan Agreement (the “Loan Agreement”), datedas of February 20, 2026, by and between the Company (as Lender) and the Target Company (as Borrower). The Share Purchase Agreement and Loan Agreement have been filed on February 23, 2026 as exhibits to a Current Report on Form 8-K. Pursuant to the Share Purchase Agreement, the Company agreed to acquire from the Seller 10.2 ordinary shares of the TargetCompany (the “Purchased Shares”), representing 51% of the issued and outstanding ordinary shares of the Target Company (which has20 outstanding ordinary shares out of 30,000 authorized ordinary shares, par value 0.1 NIS per share). In consideration therefor, theCompany agreed to issue to the Seller 250,000 shares of the Company’s common stock, $0.01 par value per share (the “BuyerShares”), valued at $2,500,000 based on the parties’ agreement. The transaction is structured as a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, asamended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. The Seller was granted certain registrationrights with respect to the Buyer Shares. The Company has also agreed to provide loans to the Target Company as additionalconsideration under the Share Purchase Agreement. The Loan Agreement provides for a secured loan facility in an aggregate principal amount of up to $5,000,000 (the “Commitment”).The Company is obligated to make an initial advance of up to $1,500,000 within ten (10) Business Days following the Effective Date(subject to satisfaction of conditions precedent), to be used for general working capital purposes consistent with the Target Company’sordinary course of business. Subsequent advances of the remaining up to $3,500,000 may be made in one or more tranches uponmutual written agreement of the parties, solely for working capital or the establishment and operation of a new facility outside Israel,with each tranche subject to the Company’s reasonable approval and minimum amounts (generally not less than $250,000 unlessotherwise agreed). Proceeds of subsequent advances are to be used exclusively to operate, develop, certify, market, and commercializethe Target Company’s technologies and products in global markets, including the United States. This Loan Agreement expands uponthe Company’s prior financial support to the Target Company including advances disclosed in previous Current Reports on Form 8-K.On February 5, 2026, the Company advanced $500,000 to Target Company, on January 22, 2026 the Company advanced $200,000 toTarget Company and on December 26, 2025 the Company advanced $398,345 to Target Company. The advances were made pursuantto a promissory note with a 24-month maturity, bearing no interest unless an event of default occurs (then at 5% per annum or thelower legal maximum), prepayable without penalty, and not contingent on any acquisition or strategic transaction. Any loan pursuant to the Loan Agreement will bear simple interest at 12% per annum (or such lower rate as mutually agreed inwriting, but not exceeding prevailing market rates for similar loans as determined in good faith by the Company), calculated on a 360-day year basis for actual days elapsed. The loan will mature three (3) years after the Effective Date. The obligations under the LoanAgreement are secured by a first-priority security interest in substantially all assets of the T