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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange\nAct of 1934

Date of Report (Date of earliest event reported): October\n2, 2026

VISIONWAVE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n

Delaware

001-42741

99-5002777

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

\n \n \n \n \n \n \n

300\n Delaware Ave., Suite 210 #301, Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number,\nincluding area code: (302) 305-4790

Not\nApplicable

(Former\nname or former address, if changed since last report)

Check the appropriate\nbox below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following\nprovisions:

☐ Written\ncommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting\nmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement\ncommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement\ncommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered\npursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title\n of each class	Trading\n Symbol(s)	Name\n of each exchange on which registered
Common\n Stock, par value $0.01 per share	VWAV	The\n Nasdaq Stock Market LLC
Redeemable\n Warrants, one share of Common Stock at an exercise price of $230.00	VWAVW	The\nNasdaq Stock Market LLC

Indicate by check\nmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this\nchapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth\ncompany ☒

If an emerging\ngrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any\nnew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.

Amendment to Employment Agreement of Eric T. Shuss,\nChief Operating Officer

On October 2, 2026, VisionWave Holdings, Inc. (the\n“Company”) entered into a letter agreement (the “Amendment”) with Eric T. Shuss, the Company’s Chief Operating\nOfficer and a member of the Company’s Board of Directors (the “Board”), amending the Employment Agreement dated as of\nMarch 13, 2026 between the Company and Mr. Shuss (the “Employment Agreement”). The Amendment was approved by the Compensation\nCommittee of the Board (the “Compensation Committee”) on October 2, 2026.

As previously disclosed, the Employment Agreement\nprovided for an annual base salary of $120,000, to be increased to an annual rate of $240,000 upon the Company achieving $3,000,000 in\nrevenue during any ninety (90) day period (the “Revenue Condition”). Pursuant to the Amendment, Mr. Shuss’s annual base\nsalary was increased to $240,000, effective as of September 1, 2026, without regard to satisfaction of the Revenue Condition, and the\nRevenue Condition is of no further force or effect. The Amendment provides for a one-time catch-up payment equal to the difference between\nbase salary paid for the period from September 1, 2026 through the date of the Amendment at the prior rate and base salary payable for\nsuch period at the increased rate. The Compensation Committee approved the increase in recognition of Mr. Shuss’s performance and\ncontributions to the Company and in order to retain his services.

The Amendment does not modify any other term of the\nEmployment Agreement, including Mr. Shuss’s eligibility for an annual performance bonus, the stock option previously granted to\nhim, or the severance payable upon a qualifying termination (which remains the greater of $500,000 or two times his then-current base\nsalary). Except as expressly amended by the Amendment, the Employment Agreement remains in full force and effect.

The foregoing description of the Amendment does not\npurport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit\n10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Employment Agreement was filed as Exhibit 10.1 to the\nCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2026.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

\n \n \n \n \n \n \n \n \n \n

Exhibit No.	Description
10.1	Letter Agreement dated October 2, 2026, by and between VisionWave Holdings, Inc. and Eric T. Shuss
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange\nAct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	VISIONWAVE HOLDINGS, INC.

	Date: October 6, 2026

	By: /s/ Douglas Davis
	Name: Douglas Davis
	Title: Chief Executive Officer

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