VisionWave Holdings Inc. (the Company) entered into a Letter Agreement with YA II PN, Ltd. (the Investor) for a $20,000,000 senior loan. The loan is evidenced by a Promissory Note with a 0% interest rate, increasing to 18% upon an Event of Default. The Note was issued at a 15% original issue discount, resulting in gross proceeds of $17,000,000 and net cash of $16,975,000 after a $25,000 structuring and due diligence fee. The Note matures in 12 months (February 26, 2027) and requires monthly principal amortization payments of $2,500,000 plus a 2% Payment Premium, starting 60 days after issuance. The Company issued a Warrant to the Investor to purchase 1,333,333 Common Shares at an exercise price of $9.00 per share, exercisable for five years. The obligations under the Note are guaranteed by the Company's subsidiaries, VisionWave Technologies, Inc. and SolarDrone, Ltd., through a Global Guaranty Agreement. The Company amended its Investment and Share Purchase Agreement (SPA) to make its obligation to purchase shares conditional upon the execution and effectiveness of definitive joint venture agreements with Belrise Industries Limited in India by March 31, 2026. The closing of the SPA is now set for no later than June 30, 2026, contingent on the India JV condition.