UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2025, VisionWave Holdings, Inc. (the “Company”) entered into a Memorandum of Understanding (the “MoU”) with VEDA Aeronautics Private Limited (“VEDA”), a company incorporated under the Companies Act, 2013, of India.
Pursuant to the MoU, the Company and VEDA intend to collaborate on several Indian Ministry of Defense (“MoD”) procurement programs (the “Programs”), including but not limited to: (a) Drone Kill System (Make-2) – interceptor drone development; (b) ALTV (New Generation Light Tank) – 357 tanks, with Company subsystems proposed as onboard modules; (c) FRCV (Main Battle Tank Program) – 1,770 main battle tanks; and (d) T72/T90 Retrofit Program for tanks. Under the MoU, VEDA has invited the Company to supply and develop core subsystems, including counter-UAS systems, tactical drones, radar technologies, advance protection systems (APS) systems, sensor fusion technologies, and unmanned platforms for defense and homeland security applications. The parties intend to collaborate in technical proposals, demonstrations, and joint pursuit of contracts for these Programs.
The MoU includes certain binding provisions, including: (i) exclusivity, whereby VEDA agrees to work exclusively with the Company for the specified systems or technology domains in the Programs for an initial period of up to 36 months from the date of the first demonstration or submission of technical material (whichever is earlier), subject to 12-month extensions if the parties are actively pursuing a final contract award, provided the Company participates in good faith and meets material requirements; (ii) intellectual property and use restrictions, requiring the treatment of exchanged non-public information as confidential, with obligations surviving for five years (or indefinitely for trade secrets); (iii) confidentiality obligations regarding negotiations, discussions, and the MoU itself, surviving for three years post-term; (iv) non-circumvention, prohibiting either party from bypassing the other to engage with introduced contacts related to the Programs; (v) term and termination, with the MoU effective for 18 months and terminable for material breach (uncured within 30 days) or insolvency; and (vi) governing law under the laws of the Courts of London (UK), with disputes resolved by binding arbitration in London.
Commercial terms, including licensing, manufacturing, pricing, and other definitive business arrangements, will only be finalized in a separate binding agreement following contract awards under the Programs. There can be no assurance that the Company will successfully bid on or be awarded any contracts under the Programs or that the collaboration will result in any revenue or other benefits to the Company.
The foregoing description of the MoU does not purport to be complete and is qualified in its entirety by reference to the MoU, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Memorandum of Understanding, dated September 2, 2025, by and between VisionWave Holdings, Inc. and VEDA Aeronautics Private Limited. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 5, 2025 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Noam Kenig | |
| Name: | Noam Kenig | |
| Title: | Chief Executive Officer | |