On September 8, 2026, VisionWave Holdings, Inc. (the "Company") received a letter dated September 7, 2026 (the "LPRA Letter") from the Liberia Petroleum Regulatory Authority ("LPRA" or the "Authority"), the independent regulatory authority of the Republic of Liberia responsible for the administration of upstream petroleum operations, notifying the Company that the LPRA Board of Directors had reviewed the findings of the independent due diligence conducted in connection with the Company’s application for prequalification to participate in a Production Sharing Contract ("PSC") under what the LPRA Letter describes as the "Executive Allocation Framework."

Following its review of the financial, technical, legal and integrity, and environmental, social and governance assessments, the LPRA Board approved the Company’s prequalification and formally invited the Company to enter into direct negotiations with the Authority for a PSC. The LPRA Letter does not identify any block, acreage or other specific area of interest, does not set forth any commercial, fiscal, work-program or other material terms, and does not grant the Company any exclusivity or any right, title or interest in or to any petroleum block or hydrocarbon resource in Liberia.

The Company has not previously conducted, and does not currently conduct, oil and gas exploration, development or production operations. The Company has no proved or unproved reserves, no producing properties, no petroleum licenses and no operating history in the upstream petroleum sector, and has recorded no revenue, assets or liabilities in respect of the matters described in this Item 8.01.

In reaching its determination, LPRA stated that its Board recognized, among other matters, the Company’s public-market standing, compliance profile and reported financial resources. The LPRA Letter further stated that certain matters remain outstanding, including the formalization of the Company’s proposed technical arrangements, verification of financial capacity, and environmental, social and governance readiness. LPRA stated that it has determined that these matters will be addressed and resolved in the course of the negotiation process. The Company can give no assurance that it will be able to resolve these matters to the satisfaction of LPRA on acceptable terms, or at all.

LPRA advised the Company that its technical and legal teams will be in contact with the Company shortly to schedule an initial negotiation session and to advise the Company as to next steps. As of the date of this Current Report, no negotiation session has been scheduled and no negotiations have commenced.

The invitation to direct negotiations does not constitute the execution or award of a Production Sharing Contract, and there can be no assurance that the negotiations will result in the execution of a definitive PSC or, if executed, as to the timing, scope or ultimate terms thereof. Any PSC would be subject to the negotiation and execution of definitive documentation and to the satisfaction of applicable requirements of Liberian law, which the Company understands include execution on behalf of the Republic of Liberia by the responsible ministries, approval by the President of the Republic of Liberia and ratification by the National Legislature of Liberia. The Company would also be required to demonstrate to LPRA the technical capability, financial capacity and environmental, social and governance readiness described above, and to obtain substantial additional capital, before any petroleum operations could be conducted. The capital required to fund exploration and development activities under any PSC would substantially exceed the Company’s existing cash resources, and there can be no assurance that such capital would be available on acceptable terms, or at all. Any financing obtained for that purpose may be substantially dilutive to the Company’s existing stockholders.

The Company maintains policies and procedures designed to promote compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other applicable anti-bribery, anti-corruption, economic sanctions and export control laws, and intends to conduct any negotiations with LPRA and other governmental authorities of the Republic of Liberia in accordance with those policies and procedures. Any operations in Liberia would nonetheless subject the Company to political, regulatory, legal, tax, currency, security and economic risks that differ from, and are in addition to, the risks of the Company’s existing businesses.