Material Event (Form 8-K)

Item 8.01 Other Events.

On June 12, 2026, VisionWave Holdings, Inc. (the "Company") announced that it had entered into a binding term sheet with Lucky Whale Production Limited regarding the proposed formation of a joint venture to develop a hyperscale Tier IV data center project in Israel.

Following execution of the term sheet, the Company commenced its due diligence review of the proposed transaction. During that review, the Company identified significant regulatory developments announced by the Israeli electricity authorities relating to the allocation of electrical generation and grid capacity for new data center projects, including a temporary suspension of approvals for certain new electricity connections while the applicable authorities evaluate available electrical capacity and implement a revised allocation framework.

Because reliable electrical infrastructure is a fundamental prerequisite to the successful development and operation of a hyperscale data center, the Company evaluated the potential impact of these developments on the proposed project, including their potential effect on project feasibility, timing, financing requirements and overall execution risk.

Following such evaluation, the Company's management determined that continuing to pursue the proposed transaction would not be in the best interests of the Company or its shareholders. Accordingly, the Company has notified Lucky Whale Production Limited that it has elected not to proceed with the transaction contemplated by the previously announced term sheet and does not intend to negotiate or execute definitive agreements relating to the proposed project.

The Company's decision reflects its disciplined approach to capital allocation and project risk management and was made as part of its due diligence process in light of the foregoing regulatory developments. The Company continues to actively pursue strategic acquisitions, joint ventures and other opportunities within its defense technology, aerospace, artificial intelligence and critical infrastructure businesses that management believes will create long-term shareholder value