WEST HOLLYWOOD, California and MODI’IN, Israel, Feb. 24, 2026 (GLOBE NEWSWIRE) — VisionWave Holdings Inc. (NASDAQ: VWAV) (“VisionWave” or the “Company”) today announced it has executed a binding definitive agreement to acquire a 51% controlling interest in C.M. Composite Materials Ltd. (“C.M.”), a certified aerospace-grade composite manufacturer producing structural components utilized in systems publicly known as Iron Dome and Barak 8 (LR-SAM / MR-SAM), as well as additional airborne, offensive, and intelligence platforms. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first quarter of 2026.

This transaction follows VisionWave’s previously announced entry into a $10 million Statement of Work related to development of its QSpeed™ platform. Management believes the combination of advanced computational acceleration software and certified aerospace composite manufacturing represents a strategically aligned model within the evolving defense industrial base. However, there can be no assurance that the anticipated benefits of this transaction will be realized or that the integration of these business will be successful.

A Revenue-Producing Aerospace Platform — Not a Development Story

For fiscal year 2025, C.M. reported approximately:

For illustrative purposes only, using an exchange rate of approximately 3.0 NIS per $1.00:

Approximately $17.3 million in revenue and approximately $3.0 million in net income before tax (prepared under International Financial Reporting Standards (“IFRS”) as adopted in Israel.) These financial results are unaudited and are derived from C.M.’s internal management accounts. They have not been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) or audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). Actual U.S. GAAP results following consolidation may differ significantly and materially due to purchase accounting adjustments, including but not limited to the allocation of purchase price to identifiable assets acquired and liabilities assumed, recognition of goodwill or intangible assets, currency translation, deferred tax considerations, consolidation adjustments, elimination of intercompany transactions, and related adjustments required under U.S. GAAP and SEC reporting requirements. These financial figures are unaudited and based on preliminary information provided by C.M.; final results under U.S. GAAP upon consolidation are expected to may vary materially and investors should not place undue reliance on these preliminary, unaudited figures prepared under a different accounting framework.

C.M. has not been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly has not maintained disclosure controls and procedures, or internal control over financial reporting, as would be required of a U.S. public company. Following the acquisition, VisionWave will be required to integrate C.M.’s operations into its internal control framework and evaluate the effectiveness of internal controls over financial reporting related to C.M.’s operations, which may present challenges and could result in the identification of material weaknesses or significant deficiencies.

In addition, VisionWave has previously announced a $10 million Statement of Work for development of its QSpeed™ platform to a third-party customer, which is expected to generate milestone-based revenue during 2026 subject to achievement of technical and operational performance milestones and contractual conditions. There can be no assurance that VisionWave will successfully achieve all milestones or that the anticipated revenue will be realized.

Management believes VisionWave is evolving toward a multi-layer AI & industrial platform consisting of:

• Certified aerospace manufacturing revenue from C.M., subject to closing of the transaction and ongoing performance of existing contracts
• Contracted development revenue streams from the previously announced QSpeed™ Statement of Work, subject to milestone achievement
• Advanced computational acceleration capabilities that are still under development and have not yet been commercialized at scale

Strategic Integration: QSpeed™ + Aerospace Manufacturing

VisionWave’s QSpeed™ platform is currently under development and is designed to accelerate complex computational workloads and optimize defense & industrial-scale processes. Management believes that integrating QSpeed™ capabilities into C.M.’s certified composite manufacturing environment could potentially:

• Optimize production sequencing and workflow planning
• Improve throughput efficiency
• Reduce process-cycle bottlenecks
• Enhance cost-efficiency and margin structure

These potential benefits are subject to numerous uncertainties and risks. As demonstrated in the previously announced $10 million QSpeed™ engagement — where computational acceleration was designed to materially reduce operational costs for the customer — management believes similar efficiency principles may be applicable within aerospace composite production environments. However, the QSpeed™ platform remains under development, and its application to C.M.’s manufacturing processes is unproven and speculative.

There can be no assurance such integration will generate measurable gains; however, management believes the convergence of software acceleration and regulated aerospace manufacturing infrastructure may create incremental industrial advantages. Any such benefits are subject to successful integration, which may involve unforeseen challenges, costs, or delays and may not be achieved. The Company has not conducted detailed integration planning or feasibility studies to determine whether the QSpeed™ technology can be effectively applied to C.M.’s manufacturing processes.

Embedded in Active Missile and Aerospace Programs

C.M. manufactures structural composite assemblies utilized in:

• Israel’s multi-layer missile defense architecture publicly known as Iron Dome
• The Barak 8 long- and medium-range air defense system developed jointly by Israel Aerospace Industries and India’s Defense Research and Development Organization
• Advanced unmanned aerial systems
• Additional airborne and intelligence-related aerospace platforms

C.M.’s participation in these programs is as a component supplier within larger supply chains. C.M. does not design or manufacture complete missile systems. C.M.’s continued participation in these programs is dependent upon maintaining required certifications, meeting quality standards, competitive pricing, and the ongoing procurement decisions of prime contractors and end customers. There can be no assurance that C.M. will continue to participate in these programs or that procurement volumes will remain at historical levels.

Participation reflects sustained compliance with stringent aerospace regulatory standards and serial production within operational defense supply chains. However, any failure to maintain compliance with applicable aerospace quality standards and certifications could result in loss of qualification and termination of supply relationships.

Potential Strategic Expansion into India

C.M. has identified India as a strategic next-stage growth market as the country continues modernization of its multi-layered air defense and missile systems, including ongoing deployment and expansion of platforms such as Barak 8.

Management’s beliefs regarding expansion into India are forward-looking and speculative. C.M. currently has no operations, facilities, customer contracts, or revenue in India. Any expansion into India would require significant capital investment, establishment of local manufacturing capabilities or partnerships, compliance with complex Indian regulatory requirements, satisfaction of “Make in India” domestic content requirements, navigation of export control regimes, and other factors, many of which are outside the Company’s control. There can be no assurance that C.M. will successfully establish operations in India or generate any revenue from the Indian market.

Why India Is a Priority Market for C.M.

1) India Is Building a National Multi-Layer Defense Architecture

India has publicly outlined a strategic plan for a multi-layered defense system that includes Barak 8 (LR-SAM/MR-SAM), with stated ambitions to extend “full security coverage” for strategic facilities by 2035 according to public reports. However, government procurement plans and defense budgets are subject to change based on political, economic, and strategic considerations.

2) “Make in India” Structurally Favors Local Manufacturing

Public reporting highlights India’s emphasis on domestic production under its “Make in India” framework. Certified composite manufacturing capability could potentially align with localization, offset participation, and onshore production initiatives. However, meeting “Make in India” requirements would likely require substantial local investment and establishment of manufacturing facilities in India, which C.M. has not yet undertaken. Additionally, C.M. would face competition from existing Indian manufacturers and other international suppliers seeking to establish Indian operations.

3) Procurement Scale and Pace Are Substantial

India’s Defense Acquisition Council has reportedly approved procurement packages reported at approximately $8.7 billion according to public news reports. The Company has not independently verified these figures, which are subject to change and may not result in procurement opportunities for C.M. Reporting also indicates continued Indian engagement in Israeli-origin missile and precision systems.

Potentially expanding procurement environments typically increase demand not only for finished systems but for qualified manufacturing capacity embedded within certified aerospace supply chains — particularly for structural composite components subject to strict QA regimes. However, there can be no assurance that increased Indian defense procurement will result in demand for C.M.’s products or that C.M. will be able to successfully compete for any such opportunities.

4) India Is a Major Customer of Israeli Defense Industries

Public reporting citing Stockholm International Peace Research Institute (“SIPRI”) indicates India accounted for approximately 34% of Israeli defense exports between 2020 and 2024. Expansion into India or any new market is subject to geopolitical risks, export controls, and competition, and there can be no assurance of success.

Management believes this sustained defense relationship supports the view that India may represent a durable, multi-program market for certified aerospace suppliers, subject to regulatory approvals and procurement processes. The Company has no current contracts or binding commitments in India and any expansion would require substantial time and resources with no guarantee of success.

Independent Valuation and Due Diligence

The transaction was informed, in part, by an independent third-party valuation prepared by BDO Consulting Group, reflecting established aerospace and defense revenue streams, certification-driven competitive barriers, and participation in advanced missile and aerospace programs. The BDO valuation was dated January 1, 2026 and was prepared using a discounted cash flow (DCF) analysis under the income approach, based on projected future operating cash flows and a terminal value discounted to present value using a weighted average cost of capital.

The valuation reflects numerous assumptions regarding future performance, market conditions, and other factors which may not be realized. C.M. is currently valued at $50 million. The consideration for the 51% interest will consist of 250,000 shares of the Company’s common stock as more fully described in the Form 8-K Current Report filed with the Securities and Exchange Commission.

Prior to executing the definitive agreement, VisionWave conducted comprehensive operational and technical due diligence, including:

• Review of active aerospace-grade production lines
• Inspection of composite structural manufacturing processes
• Verification of certification and compliance standards
• Evaluation of tooling, autoclave, and advanced composite capabilities
• Confirmation of participation in advanced missile and aerospace production programs

Due diligence was conducted over a period of 64 continuous days [from 12/18/2025 to 2/20/2026] and included daily on-site visits to C.M.’s facilities in Modi’in, Israel. However, due diligence conducted in connection with this transaction was subject to time and resource constraints and may not have identified all risks or issues related to C.M.’s business, operations, financial condition, or legal and regulatory compliance. Following closing, VisionWave may discover additional information that was not identified during due diligence, which could have a material adverse effect on the combined company’s business and results of operations.

Management believes the acquisition if successfully completed and integrated, positions VisionWave within a high-barrier segment of the global aerospace and defense industrial base. However, the aerospace and defense industry are highly competitive, subject to significant regulation, and dependent on government procurement budgets which can be unpredictable.

CEO & Executive Chairman Commentary

Douglas Davis, Interim CEO & Executive Chairman of VisionWave, stated:

“With the previously announced $10 million QSpeed™ Statement of Work and now entering into a definitive agreement to acquire majority control of a certified aerospace composite manufacturer embedded in active missile defense programs, VisionWave is building both the computational acceleration layer and the regulated manufacturing foundation. We believe integrating advanced software acceleration into certified aerospace production infrastructure creates a differentiated industrial model. Combined with strategic expansion opportunities in markets such as India, this positions VisionWave to participate in multiple layers of the evolving defense industrial ecosystem.”

Mr. Davis continued: “While we are optimistic about the potential of this combination, we recognize that significant work lies ahead to close the transaction, integrate C.M.’s operations, and realize the anticipated synergies. We cannot provide assurance that we will be successful in these efforts, and investors should carefully consider the risks and uncertainties described in our SEC filings.”

About VisionWave Holdings Inc.

VisionWave Holdings, Inc. (Nasdaq: VWAV) is a dual-market autonomous systems platform company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, but are not limited to, all statements regarding : anticipated program timelines; milestone execution; anticipated revenue recognition; expected performance, cost-efficiency, scalability, and commercialization of VisionWave’s QuantumSpeed™ QSpeed™ platform; potential expansion into additional markets and use cases; the expected timing and completion of the transaction with C.M.; the expected closing date of the C.M. transaction; the issuance of 250,000 shares of common stock in connection with the transaction; anticipated financial performance of C.M.; the accuracy of financial information provided by C.M.; potential benefits of integrating QSpeed™ with C.M.’s operations; the Company’s ability to successfully integrate C.M.’s operations; the Company’s ability to apply QSpeed™ technology to C.M.’s manufacturing processes; and potential growth opportunities in India or other markets ; the Company’s ability to establish operations in India; future defense procurement by the Indian government; C.M.’s continued participation in existing defense programs; and the Company’s strategy to build a multi-layer AI and industrial platform.

Forward-looking statements are generally identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” and similar expressions, or by statements that events or trends “may,” “will,” or “could” occur.

Forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to substantial risks and uncertainties that could cause actual results to differ.

All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in this press release and in the Company’s SEC filings. VisionWave undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Investors are cautioned not to place undue reliance on these forward-looking statements.

Contacts:

VWAV – Investor Contact:

investors@vwav.inc

Website:

https://www.vwav.inc