0002038439 2026-08-03 2026-08-03 0002038439 1 2026-08-03 2026-08-03 0002038439 2 2026-08-03 2026-08-03 iso4217:USD shares pure 0002038439 EX-FILING FEES Other Other N/A N/A S-3 S-3 Visionwave Holdings, Inc. false true 100000000.00 0.00013810 13810.00 false Equity Common Stock, par value $0.01 per share true 10800000 19845000.00 2740.59 119845000.00 16550.59 -0 -0 16550.59 <div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 2%">(1)</td> <td style="width: 1%; text-align: justify"> </td> <td style="width: 1%; text-align: justify"> </td> <td style="width: 96%; text-align: justify"> There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities, such indeterminate number of rights to purchase common stock, preferred stock or debt securities or units comprised of any two of the foregoing, as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock, shares of preferred stock, principal amount of debt securities, rights and units as may be issued upon conversion of or exchange for shares of common stock, preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants, rights or units or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and shares of preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.</td></tr> <tr style="vertical-align: top"> <td>(2)</td> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: justify">The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.F. of Form S-3 under the Securities Act.</td></tr> <tr style="vertical-align: top"> <td>(3)</td> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: justify">Calculated pursuant to Rule 457(o) under the Securities Act.</td></tr> <tr style="vertical-align: top"> <td>(4)</td> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: justify">Pursuant to Rule 416(a) under the Securities Act, this Form S-3 shall be deemed to cover any additional securities to be offered of issued from stock splits, stock dividends or similar transactions with respect to the shares being registered. The proposed maximum offering price per unit is estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant’s Common Stock quoted on the Nasdaq Global Market on July 31, 2026.</td></tr> </table> </div> <div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 2%">(1)</td> <td style="width: 1%; text-align: justify"> </td> <td style="width: 1%; text-align: justify"> </td> <td style="width: 96%; text-align: justify"> There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities, such indeterminate number of rights to purchase common stock, preferred stock or debt securities or units comprised of any two of the foregoing, as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock, shares of preferred stock, principal amount of debt securities, rights and units as may be issued upon conversion of or exchange for shares of common stock, preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants, rights or units or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and shares of preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.</td></tr> <tr style="vertical-align: top"> <td>(2)</td> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: justify">The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.F. of Form S-3 under the Securities Act.</td></tr> <tr style="vertical-align: top"> <td>(3)</td> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: justify">Calculated pursuant to Rule 457(o) under the Securities Act.</td></tr> <tr style="vertical-align: top"> <td>(4)</td> <td style="text-align: justify"> </td> <td style="text-align: justify"> </td> <td style="text-align: justify">Pursuant to Rule 416(a) under the Securities Act, this Form S-3 shall be deemed to cover any additional securities to be offered of issued from stock splits, stock dividends or similar transactions with respect to the shares being registered. The proposed maximum offering price per unit is estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant’s Common Stock quoted on the Nasdaq Global Market on July 31, 2026.</td></tr> </table> </div>