What changed in this filing

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Item 4. Controls and Procedures

2026-08-19 compared with 2026-05-20 · 3 added, 90 removed, 37 unchanged (72% of the section changed)

8 unchanged sentences

Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as of March 31, 2026.

controls and procedures as of June 30, 2026.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded

12 unchanged sentences

These inherent limitations

include the realities that judgments in decision-making

can be faulty and that breakdowns can occur because of simple error or mistake.

include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons or by the collusion of two or more persons.

7 unchanged sentences

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended March 31, 2026, there has been no change

During the fiscal quarter ended June 30, 2026, there has been no change

in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal

3 unchanged sentences

PART II - OTHER INFORMATION

Legal Proceeding

Better Works LLC

On September 5, 2025, Better Works LLC filed an action in the Supreme Court

of the State of New York, New York County, captioned Better Works LLC v.

VisionWave Holdings, Inc.

and Douglas E.

Davis, Index No.

The Summons with Notice asserts claims for breach of contract and seeks (i) a declaratory judgment regarding affiliate status and the

applicability or expiration of certain lock-up provisions relating to private-placement units exchanged in connection with the Company’s

business combination, (ii) injunctive relief permitting the plaintiff to sell such units, and (iii) monetary damages in an amount to be

Service of process addressed to VisionWave’s Delaware registered agent was recorded as received on September 9, 2025.

On September 30, 2025, counsel for the Company and Mr.

Davis served a demand for the complaint pursuant to CPLR 3012(b), expressly reserving

all defenses, including objections to service and personal jurisdiction.

As of the date of this Report, no complaint has been served on

the defendants.

The Company believes the asserted claims are without merit and intends to defend the matter vigorously.

Maxim Group LLC

On April 17, 2026, Maxim Group LLC filed a complaint against VisionWave

Holdings, Inc.

in the Supreme Court of the State of New York, County of New York, alleging breach of contract and seeking damages related

to certain financing transactions completed by the Company in July 2025 and February 2026 pursuant to an engagement agreement dated April

Maxim alleges entitlement to placement fees and declaratory relief in connection with financings involving YA II PN, Ltd., a

fund managed by Yorkville Advisors Global, LP.

The action includes claims for alleged unpaid fees of approximately $1.33 million, declaratory

relief concerning alleged tail rights and rights of first refusal, attorneys’ fees, interest, and other relief.

The action was filed

under an unassigned New York County index number as of the filing date.

The Company believes the asserted claims are without merit and

intends to defend the matter vigorously.

Also on April 17, 2026, the Company filed a separate action against Maxim

Group LLC in the Supreme Court of the State of New York, County of New York, asserting claims for breach of contract, declaratory judgment,

and unjust enrichment.

The Company alleges, among other things, that Maxim did not identify or place the relevant financing transactions,

was not entitled to compensation under the parties’ agreement, and wrongfully invoiced the Company for fees related to the July

2025 and February 2026 financings.

The Company seeks, among other relief, repayment of approximately $210,000 previously paid to Maxim,

rescission of an additional

invoice of approximately $1.4 million, declaratory relief regarding the parties’ rights under the agreement,

damages, restitution, interest, and costs.

The Company believes Maxim’s claims are without merit and intends to vigorously defend

against them while aggressively pursuing its own claims.

This action was also filed under an unassigned New York County index number as

of the filing date.

At this early stage of the proceedings, the Company is unable to reasonably estimate the ultimate outcome or potential

loss, if any, associated with these matters.

Except as described above, the Company is not a party to any other pending

legal proceedings that management believes, individually or in the aggregate, would have a material adverse effect on the Company’s

business, financial condition, or results of operations.

Pre-litigation disputes with

former employees

The Company is involved in certain

pre-litigation disputes with former employees, former executives, and other individuals associated with the Company arising primarily

from organizational changes implemented following the departure of the Company’s former Chief Executive Officer in late December

Such matters include allegations relating to severance, unpaid compensation, notice-period pay, equity awards, and related contractual

and employment matters.

Certain individuals have asserted claims through counsel, and the parties have engaged in correspondence and preliminary

settlement discussions.

The Company disputes the allegations

and claims asserted in these matters and intends to vigorously defend its positions.

As of the date of this Quarterly Report, no formal

lawsuits, arbitrations, or other legal proceedings have been filed with respect to these matters.

Due to the early stage of these disputes,

the absence of formal proceedings, and the inherent uncertainty surrounding such matters, the Company is unable to reasonably estimate

the possible loss or range of loss, if any, that may result from these matters.

Accordingly, no liability has been accrued in the accompanying

condensed consolidated financial statements.

Potential Listing In Germany

During May 2026, the Company commenced the process of seeking registration

of its common stock for trading on the Frankfurt Stock Exchange in Germany and, in connection therewith, obtained a Legal Entity Identifier

(“LEI”) from WM Datenservice for international securities settlement and regulatory purposes.

In connection with the contemplated Frankfurt listing and expansion of

investor awareness activities in Europe, particularly within Germany, Switzerland, and Austria, the Company entered into (i) an Investor

Awareness Advisory Agreement and (ii) an Investor Awareness Services Agreement with CapitaLink Ltd, an Israeli-based investor awareness

and communications advisory firm.

Under the advisory agreement, the Company agreed to issue 55,000 restricted

shares of common stock pursuant to the Company’s 2024 Omnibus Equity Incentive Plan in consideration for advisory and investor awareness

services related to the European market and Frankfurt listing process.

The shares are subject to a 180-day lock-up and Rule 144 resale

restrictions.

Under the services agreement, CapitaLink agreed to assist the Company with

investor awareness outreach, European media distribution, informational campaign management, and administrative support relating to the

Frankfurt Stock Exchange listing process, including support associated with exchange-related requirements and fees.

The Company’s Board of Directors approved the engagements and determined

that the agreements were intended solely for investor awareness, educational outreach, and public communications purposes and did not

constitute broker-dealer, placement agent, or investment advisory activities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures