Sadot Group Inc. has entered into a Joint Venture and Operating Agreement with VisionWave Holdings, Inc. to establish CMJV LLC, a new entity holding rights to C.M. Composite Materials Ltd. The agreement was executed and closed on September 30, 2026. The joint venture is a 50/50 partnership between Sadot and VisionWave, created to manage an investment in C.M., an Israeli advanced-composites manufacturer serving the aerospace, defense, and industrial sectors.
Under the terms of the agreement, VisionWave contributed its rights to acquire a 51% interest in C.M. and approximately $7.81 million in outstanding advances to the company. In exchange, VisionWave received 7,814,323 units of membership interest in CMJV. Sadot committed to contributing an equal amount of cash—$7,814,323—into the joint venture in exchange for an identical number of units. The cash contribution is to be funded in tranches over the following year, with minimum cumulative funding requirements of $3.0 million by December 30, 2026, $6.0 million by March 30, 2027, and the full amount by September 30, 2027.
As consideration for admission to the venture, Sadot issued 250,000 shares of its common stock to VisionWave. These shares, valued at approximately 17.2% of Sadot’s outstanding shares prior to the issuance, were issued in a private placement to a single accredited investor without registration under the Securities Act.
The joint venture will hold the rights to acquire the 51% interest in C.M., with Sadot and VisionWave each holding an indirect 25.5% economic interest in C.M. for as long as they remain equal members. The joint venture has also assumed a loan agreement with C.M., increasing the lending commitment to $16,628,646. Advances under this agreement bear 12% interest per annum and mature in February 2029. The units of CMJV are subject to transfer restrictions, including a lock-up period until September 30, 2028, or until Sadot has fully funded its capital commitment.
