# VisionWave Holdings, Inc. (VWAVW) — capital_raise/private_placement [announced]
Source: SEC API (secapi.ai) · situation sit_6ceeb5924febd7217007 · retrieved 2026-08-12T06:57:29.265Z

## Overview
VisionWave Holdings, Inc. is a defense and advanced sensing technology company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications.

On August 2, 2026, VisionWave Holdings, Inc. entered into a non-binding term sheet with D-Fence Electronic Fencing Systems Ltd. to acquire at least 51% of D-Fence's outstanding equity in exchange for VisionWave common stock. The initial acquisition contemplates an implied valuation of approximately $5 million, with VisionWave receiving a two-year option to acquire the remaining 49% at an implied valuation of approximately $20 million. No cash consideration will be paid to D-Fence shareholders, though VisionWave may provide up to $1,000,000 per year in loans for contract execution and operating expenses. The transaction is subject to completion of due diligence, shareholder approval, regulatory approvals, and customary closing conditions, with a definitive share purchase agreement expected by September 30, 2026 and closing targeted for October 2026.

## Terms
- Counterparty: D-Fence Electronic Fencing Systems Ltd. · Deal value: $5.0M · Consideration: stock · Stake: 51%

## Key dates
- Announced 2026-08-05 · Expiry 2026-09-30 · Expected close 2026-10-15

## Timeline
- 2026-08-05 · 8-K (0001731122-26-001022): 8-K - VisionWave Holdings, Inc. — *VisionWave Holdings, Inc. is a defense and advanced sensing technology company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications.* On August 2, 2026, VisionWave Holdings, Inc. entered into a non-binding term sheet with D-Fence Electronic Fencing Systems Ltd. to acquire at least 51% of D-Fence's outstanding equity in exchange for VisionWave common stock. The initial acquisition contemplates an implied valuation of approximately $5 million, with VisionWave receiving a two-year option to acquire the remaining 49% at an implied valuation of approximately $20 million. No cash consideration will be paid to D-Fence shareholders, though VisionWave may provide up to $1,000,000 per year in loans for contract execution and operating expenses. The transaction is subject to completion of due diligence, shareholder approval, regulatory approvals, and customary closing conditions, with a definitive share purchase agreement expected by September 30, 2026 and closing targeted for October 2026.
  https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-001022.txt

## Citations
- 0001731122-26-001022 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000173112226001022