VisionWave Holdings Inc美股招股说明书(2026-07-23版)

PROSPECTUS2,810,861 Shares of Common Stock, 2,100,000 Warrant Shares issuable upon exercise ofPre-Funded Warrant and 1,333,333 Warrant Shares issuable upon exercise of a Warrant VisionWave Holdings, Inc. This prospectus relates to the disposition from time to time by the selling stockholders named in this prospectus (the “SellingStockholders”) of VisionWave Holdings, Inc. (“VisionWave,” “we,” “our” or “us”) of 6,244,194 shares of our common stock, parvalue $0.01 per share (our “Common Stock”) including (i) 2,810,861 issued pursuant to the Exchange Agreement and the BladeRanger Agreement as described below, , (ii) 2,100,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants issuedor to be issued pursuant to the Blade Ranger Agreement and (iii) 1,333,333 shares of Common Stock issuable pursuant to a Warrantheld by YA II PN Ltd. SaverOne Transaction On January 26, 2026, VisionWave entered into a definitive Exchange Agreement (the "Exchange Agreement") with SaverOne2014 Ltd., an Israeli company whose American Depositary Shares are listed on The Nasdaq Stock Market ("SaverOne"). TheExchange Agreement provided for a three-stage equity exchange and strategic collaboration under which VisionWave could acquire upto approximately 51% of SaverOne's issued and outstanding ordinary shares on a fully diluted basis, and under which SaverOne couldacquire shares of VisionWave common stock having an aggregate economic value of up to $7.0 million, in each case subject tomilestone achievement, staged issuance, price-based adjustments and compliance with Nasdaq listing rules. The number of shares ofVisionWave common stock issued at each closing was determined based on the five-day VWAP immediately preceding that closing(the "VWAV Average Price"). All three closings under the Exchange Agreement have occurred. VisionWave completed the Stage 1 Closing on March 5,2026, and completed the Stage 2 Closing (the Milestone 1 Exchange) and the Stage 3 Closing (the Milestone 2 Exchange) on June 22,2026. The three stages were completed as follows: ●Stage 1.On March 5, 2026, in exchange for 365,610 shares of VisionWave Common Stock (the "Stage 1 VisionWaveShares") having an aggregate value of approximately $2.74 million (calculated based on the VWAV Average Price of $7.5031per share), SaverOne issued to VisionWave 148,584 restricted ADSs (representing 6,418,828,800 restricted ordinary shares),representing 19.99% of SaverOne's issued and outstanding share capital (fully diluted) as of the effective date of the ExchangeAgreement. VisionWave also issued the corresponding shares issuable to SaverOne management at the Stage 1 Closingpursuant to Schedule 1.7 of the Exchange Agreement, including the applicable portion of the $3 million management pool(39.1877%). ●Stage 2.Upon achievement of the first operational integration milestone, on June 22, 2026, in exchange for shares ofVisionWave Common Stock having a value of approximately $2.74 million, SaverOne issued to VisionWave ADSsrepresenting an additional 19.99% of SaverOne's outstanding share capital (fully diluted) (the "Stage 2 Closing"). Theconsideration issued at the Stage 2 Closing included the corresponding shares issuable to SaverOne management pursuant toSchedule 1.7 of the Exchange Agreement, including the applicable portion of the $3 million management pool (39.1877%). ●Stage 3.Upon achievement of the commercial or defense pilot milestone, on June 22, 2026, in exchange for shares ofVisionWave Common Stock having a value of approximately $1.51 million, SaverOne issued to VisionWave ADSsrepresenting an additional 11.02% of SaverOne's outstanding share capital (fully diluted) (the "Stage 3 Closing"). Theconsideration issued at the Stage 3 Closing included the corresponding shares issuable to SaverOne management pursuant toSchedule 1.7 of the Exchange Agreement, including the applicable portion of the $3 million management pool (21.62%). Theshares of VisionWave Common Stock issued in respect of the Stage 2 and Stage 3 Closings were issued to SaverOne on June24, 2026 and totaled 1,310,861 shares. Although the Stage 3 Closing would otherwise have resulted in VisionWave owning approximately 51% of SaverOne, in connectionwith the Stage 2 and Stage 3 Closings VisionWave assigned to Adrian Holdings S.R.L. its right to receive 14,843,945,442 of theSaverOne ordinary shares otherwise issuable to it, and those shares were issued directly to Adrian, reducing the outstanding principalamount of the promissory note previously issued to Adrian by approximately $1.43 million. As a result, VisionWave beneficially ownsapproximately 41% of SaverOne's issued and outstanding ordinary shares. VisionWave does not control SaverOne, does notconsolidate SaverOne in its financial statements, and accounts for its investment in SaverOne under the equity method of accounting.The transaction establishes SaverOne as the core operating platform for VisionWave's radio-frequency (RF) defense and se