Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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VisionWave Holdings, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
927950105 (CUSIP Number) |
12/15/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 927950105 |
| 1 | Names of Reporting Persons
Blade Ranger Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (Row 1) A special committee (the "Special Committee"), comprised of the Chairman of the Board of Directors of Blade Ranger Ltd. ("Blade"), the controlling shareholder of Blade and the Chief Executive Officer of Blade, has power to vote and/or dispose of the shares of Common Stock, par value $0.01 per share (the "Shares"), of VisionWave Holdings, Inc. (the "Issuer") beneficially owned by Blade. A majority vote of members of the Special Committee is required for any action in connection with the Shares held by Blade, and no single member has a veto right. Each of the members of the Special Committee disclaims beneficial ownership of the Shares held by Blade. (Row 5) As of December 15, 2025, Blade is the beneficial owner of 1,800,000 Shares consisting of (i) 1,500,000 Shares; and (ii) pre-funded warrants to purchase up to 300,000 Shares exercisable within 60 days of December 15, 2025, which are subject to a beneficial ownership limitation of 9.99% of the Issuer's issued and outstanding shares of Common Stock. (Row 11) Based on a total of 16,516,603 shares of Common Stock, outstanding as of December 29, 2025, as reported by the Issuer to the Reporting Persons (as defined below).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
VisionWave Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
300 Delaware Ave. Suite 310 #301, Wilmington, Delaware, 19801 | |
| Item 2. | ||
| (a) | Name of person filing:
Blade Ranger Ltd. | |
| (b) | Address or principal business office or, if none, residence:
Hayasmin 1st Ramat Efal, Ramat Gan, Israel | |
| (c) | Citizenship:
Israel | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
927950105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,800,000 Shares consisting of (i) 1,500,000 Shares; and (ii) pre-funded warrants to purchase up to 300,000 Shares exercisable within 60 days of December 15, 2025, which are subject to a beneficial ownership limitation of 9.99% of the Issuer's issued and outstanding shares of Common Stock. | |
| (b) | Percent of class:
9.99% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,800,000 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,800,000 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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