WEST HOLLYWOOD, California and MODI'IN, Israel, Feb. 24, 2026 (GLOBE NEWSWIRE) -- VisionWave Holdings Inc. $(VWAV)$ ("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 $10 million Statement of Work related to development of its QSpeed$(TM)$ 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(TM) 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(TM) 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(TM) + Aerospace Manufacturing

VisionWave's QSpeed(TM) platform is currently under development and is designed to accelerate complex computational workloads and optimize defense & industrial-scale processes. Management believes that integrating QSpeed(TM) 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(TM) 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(TM) 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(TM) 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.

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February 24, 2026 08:30 ET (13:30 GMT)