VisionWave Holdings Inc.
02/17/2026 | Press release | Distributed by Public on 02/17/2026 07:45
Material Agreement (Form 8-K)
Item 1.01 - Entry into a Material Definitive Agreement
On February 17, 2026, VisionWave Holdings, Inc. (the "Company") entered into a Statement of Work (the "SOW") with a third-party vendor for the development, validation, and deployment of a custom qSpeed-Mine™ Bitcoin mining acceleration and orchestration platform. The SOW has a total contract value of $10.0 million and represents a commitment for custom software and systems development to enhance the Company's Bitcoin mining operations.
Scope and Structure
The SOW provides for the design, validation, and deployment of a production-grade software acceleration layer, fleet orchestration/control plane, observability tools, security hardening, and deployment engineering optimized for Bitcoin (SHA-256d) mining across up to approximately 1,000 nodes/machines. The engagement is structured with objective technical milestones and acceptance criteria, and payments are contingent upon successful delivery and acceptance of each milestone. The expected program duration is approximately 32 weeks.
Payment Milestones
The SOW provides for the following milestone-based payment structure:
| · | $350,000 was paid upon execution of the SOW; |
| · | Approximately $1.0 million is payable through completion and acceptance of the proof-of-concept ("POC") milestone; |
| · | Approximately $6.0 million is payable upon completion and acceptance of successive intermediate milestones, including scaled deployment and operational validation; and |
| · | Approximately $3.0 million is payable upon final delivery and full program acceptance. |
If milestone execution proceeds as planned, the SOW is structured to generate not less than the full $10.0 million in revenue during calendar year 2026, subject to milestone completion and acceptance of which there is no guarantee. Revenue is expected to be recognized in accordance with applicable accounting standards based on milestone achievement and acceptance.
Additional Terms
All deliverables under the SOW are owned by the Company, reinforcing the Company's proprietary rights in the QuantumSpeed™ platform. The SOW does not obligate the counterparty to continue beyond accepted milestones and does not include minimum purchase or volume commitments beyond the defined milestone structure.
The foregoing description of the SOW does not purport to be complete and is qualified in its entirety by reference to the full text of the SOW, which is filed as Exhibit 10.1 to this Form 8-K Current Report.
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