VisionWave Holdings, Inc.

Item 1A. Risk Factors

We have identifiThe United a material weakness in our internal control over financial reporting as of June 30, 2025. If we States and global markets are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

As described elsewhere inexperiencing volatility and disruption following this Quarterly Report on Form 10-Q, we have identified a material weakness in our internal control over financial repore geopolitical instability resulting related tofrom the Companys accountongoing and reporting of complex financial instruments. As a result of this material weakness, our management hRussia-Ukraine conflict and the Israel-Hamas concluded that our disclosure controls and procedures were not effective as of June 30, 2025. See Part I. Item 4. Controls and Procedures included in this Quarterly Report on Form 10-Q. We have taken measures to remediate the material weaknesses described herein. However, if we are unable to remediate our material weaknesses in a timely manner or we identifyflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (NATO) deployed additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. Likewise, if our financial silitary forces to eastern Europe, and the United Statements are not filed on a timely basis, we could be subject to sanctions or investigations by s, the United Kingdom, the stock exchange on which our common stock are listed, the SEC or oEuropean Union and other regulatory authorities. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or invcountries have announced various sanctions and restor perceptions of us, which could have a negarictive effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to takeactions against Russia, Belarus and related in the future will remediate the material weakness iddividuals and entified or that any additional materities, including the removal weaknesses or restatements of fof certain financial results will not arise in institutions from the future due to a failure to implement and maintain adequate iSociety for Worldwide Internal control over fbank Financial reporting or circumvenTelecommunication of these controls. Even if we are successful in strengthening our copayment system. Certain countrols and procedures, inies, including the future those controls and United States, have also procedures vided and may not be adequatcontinue to prevent or ovidentify irregularities to facilitate the fair presentation of our financial statements.

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial report military aid or other assistance to Ukraine and to Israel, increasing such that there is a reasonable possibigeopolity that a material misstatement of our annual or interim financiical statements will not be prevented or detected and corrected ontensions among a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time number of nations. The invasion of Ukraine by Russia and the Israel-Hamas consuming and costlyflict and there is no assurance resulting measures that these initiatives will ultimately hahave been taken

Any of the above the intendmentioned effects.

If we identify factors, or any new material weaknesses in the future, any such newly identified material weakness could limit our ability to preventother negative impact on the global economy, capital markets or detect a misstatement of our accounts or disclosures that could other geopolitical conditions result in a material misstatementing from the Russian invasion of our annual or interim financial statements. In such case, we may be unable to maintainUkraine, the Israel-Hamas compliance with securities law rnflict and subsequirements regarding timely filing of periodicent sanctions or reports in addilated action to applicable stock exchange listing requirements,s, could adversely affect the Companys operations investors may lose confidence in our financi the future or with future capital reportiaising and our stock price may decline as a result. We cannot assure you that any measures we may take inctivities. The Company has not been affected so far by the future, will be sufficient to avoid potential future material weaknessesse conflicts or US tariffs.