Company Overview - VisionWave Holdings Inc. is focused on revolutionizing defense capabilities by integrating advanced artificial intelligence (AI) and autonomous solutions across air, ground, and sea domains [3] - The company aims to redefine operational efficiency and precision for military and homeland security applications worldwide, with innovations including high-resolution radars, advanced vision systems, and radio frequency sensing technologies [3] Business Combination - VisionWave Technologies Inc. successfully completed a business combination with Bannix Acquisition Corp. on July 14, 2025, resulting in both companies becoming wholly-owned subsidiaries of VisionWave Holdings Inc. [1] - Shares of VisionWave Holdings will begin trading on the Nasdaq Global Market under the ticker symbols "VWAV" for common stock and "VWAVW" for warrants starting July 15, 2025 [1] Leadership Statements - Douglas Davis, Executive Chairman of VisionWave Holdings, emphasized the significance of the business combination and the listing on Nasdaq as a milestone for the company, aiming to develop new technologies in the defense sector [1] - Noam Kenig, CEO of VisionWave Holdings, highlighted the focus on accelerating innovation in defense-grade AI systems and pursuing strategic global partnerships [1] Strategic Positioning - VisionWave is strategically positioned to serve global markets, with headquarters in the U.S. and partnerships in Canada and the United Arab Emirates [3] - The company is committed to delivering cutting-edge defense solutions that address the evolving needs of security forces worldwide [3]

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements for Q1 2025 show a significant increase in net loss to **$427,465**, a substantial decrease in total assets to **$1.17 million** due to redemptions, and a widening stockholders' deficit to **$6.49 million**, alongside a going concern warning [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets decreased to **$1.17 million** from **$3.76 million** due to redemptions, while total liabilities increased to **$6.10 million** and the stockholders' deficit worsened to **$6.49 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Total Assets** | **1,170,813** | **3,763,061** | | Cash held in Trust Account | 1,147,694 | 3,749,377 | | **Total Liabilities** | **6,096,509** | **5,661,792** | | Due to related parties | 2,019,200 | 1,811,700 | | **Total Stockholders' Deficit** | **(6,490,901)** | **(5,982,870)** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2025, the company reported a net loss of **$427,465** (or **$0.15** per share), significantly higher than **$28,219** in 2024, mainly due to reduced interest income and new tax penalties Statement of Operations Summary (Unaudited) | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | **Net Loss** | **(427,465)** | **(28,219)** | | Operating costs | 347,370 | 420,052 | | Interest income on trust account | 28,720 | 366,203 | | Excise tax interest/penalty | (68,026) | — | | **Basic and diluted net loss per share** | **(0.15)** | **(0.01)** | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) For Q1 2025, the total stockholders' deficit increased from **$5.98 million** to **$6.49 million**, primarily due to the net loss and charges from excise tax and stock accretion - The total stockholders' deficit increased by **$508,031** during the first quarter of 2025, moving from a deficit of **$5,982,870** to **$6,490,901**[11](index=11&type=chunk) - Key drivers for the increased deficit were the net loss of **$427,465**, excise tax on redemptions of **$25,738**, and accretion of common stock subject to possible redemption of **$54,828**[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q1 2025, net cash used in operations was **$204,706**, offset by **$2.63 million** from investing activities, while **$2.42 million** was used in financing for stock redemptions, ending with **$19,189** cash Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 ($) | | :--- | :--- | | Net cash used in operating activities | (204,706) | | Net cash provided by investing activities | 2,630,403 | | Net cash used in financing activities | (2,416,262) | | **Net change in cash** | **9,435** | | **Cash, end of the period** | **19,189** | - The company redeemed **$2,573,762** of its Class A common stock during the quarter[16](index=16&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's SPAC operations, pending merger with VisionWave Technologies, repeated deadline extensions, significant stock redemptions, a going concern warning, and key financial liabilities including excise tax - The company is a blank check company with a deadline of **June 14, 2025**, to complete a business combination, after which it must liquidate[43](index=43&type=chunk)[44](index=44&type=chunk) - A definitive merger agreement is in place with VisionWave Technologies, Inc., expected to close in **Q2 2025**, with the SEC declaring the Form S-4 registration statement effective on **May 5, 2025**[56](index=56&type=chunk)[58](index=58&type=chunk)[63](index=63&type=chunk) - The company's securities were delisted from Nasdaq on **March 17, 2025**, and now trade on the OTC Pink market[76](index=76&type=chunk) - Management has raised substantial doubt about the company's ability to continue as a going concern due to insufficient funds and the approaching liquidation deadline, with a potential cure being a funding agreement from VisionWave's principal shareholder[87](index=87&type=chunk)[88](index=88&type=chunk) - As of **March 31, 2025**, the company has an excise tax liability of **$844,372** resulting from stock redemptions, which includes **$118,613** in interest and penalties[158](index=158&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's SPAC status, the proposed VisionWave merger, and its precarious financial condition with a **$5.8 million** working capital deficit and **$19,189** cash, leading to a going concern warning and reliance on sponsor loans - The company has extended its deadline to complete a business combination to **June 14, 2025**, through multiple shareholder-approved extensions funded by sponsor loans[197](index=197&type=chunk)[199](index=199&type=chunk) - A definitive merger agreement is in place with VisionWave Technologies, with the transaction expected to close in the **second quarter of 2025**[208](index=208&type=chunk)[210](index=210&type=chunk) Quarterly Results Comparison | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | **Net Loss** | **(427,465)** | **(28,219)** | | Operating Costs | 347,370 | 420,052 | | Interest Income | 28,720 | 366,203 | - The company has a working capital deficit of **$5,842,300** and cash of **$19,189** as of **March 31, 2025**, raising substantial doubt about its ability to continue as a going concern[228](index=228&type=chunk)[237](index=237&type=chunk) - To manage liquidity, the company has deferred payment on approximately **$1.56 million** owed to its sponsor and affiliates, and over **$1 million** to Evie Autonomous LTD, until after the business combination closes[232](index=232&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company is a smaller reporting company and is not required to provide disclosures for this item - As a smaller reporting company, Bannix Acquisition Corp. is not required to make disclosures under this item[251](index=251&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of **March 31, 2025**, due to a material weakness in internal control over financial reporting related to complex financial instruments and accounting errors - Management concluded that the company's disclosure controls and procedures were not effective as of **March 31, 2025**[252](index=252&type=chunk) - A material weakness was identified in internal control over financial reporting related to the accounting for complex financial instruments, fair value measurements, prepaid expense, income and franchise taxes, and legal and professional fees[252](index=252&type=chunk)[258](index=258&type=chunk) - The company is implementing changes to remediate the material weakness, but there were no changes during the most recent fiscal quarter that materially affected internal controls[259](index=259&type=chunk) Part II. Other Information [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is not subject to any legal proceedings at the present time - The company reports no legal proceedings[260](index=260&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) The company highlights significant risks including a material weakness in internal controls, potential adverse effects from new SEC rules for SPACs, and the impact of the 1% excise tax on stock redemptions - An identified material weakness in internal control over financial reporting could adversely affect the company's ability to report financial results accurately and on time, potentially damaging investor confidence[261](index=261&type=chunk) - Proposed SEC rules for SPACs may increase the costs, time, and constraints involved in completing an initial business combination[266](index=266&type=chunk) - The company may be subject to the **1%** excise tax on stock redemptions under the Inflation Reduction Act of 2022, which could reduce the cash available to complete a business combination[267](index=267&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reported no unregistered sales of equity securities during the period - None reported[269](index=269&type=chunk) [Defaults Upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[270](index=270&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - None reported[271](index=271&type=chunk) [Other Information](index=45&type=section&id=Item%205.%20Other%20Information) During the quarter ended March 31, 2025, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter[272](index=272&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including promissory notes, officer certifications (pursuant to Sarbanes-Oxley Act Sections 302 and 906), and XBRL data files Part III. Signatures

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BANNIX ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) | Delaware 001-40790 | 86-1626016 | | --- | --- | | (State or other jurisdiction of (Commissio ...

Core Viewpoint - Bannix Acquisition Corp. and VisionWave Technologies, Inc. are moving forward with a proposed business combination, with VisionWave Holdings filing a registration statement with the SEC [1][2][3]. Company Overview - Bannix Acquisition Corp. is a publicly traded special purpose acquisition company (SPAC) focused on mergers and business combinations [4]. - VisionWave Technologies, Inc. specializes in advanced technologies for defense, surveillance, and homeland security, integrating AI and autonomous solutions across various domains [5]. Transaction Details - The merger will involve Bannix and VisionWave merging with subsidiaries of VisionWave Holdings, making them direct wholly owned subsidiaries of VisionWave Holdings [3]. - Stockholders of both Bannix and VisionWave will receive shares of VisionWave Holdings common stock upon the merger's effective time [3]. Strategic Importance - The partnership is expected to position the combined company for success in the defense sector, which is described as having immense potential [3].

[Part I – FINANCIAL INFORMATION](index=4&type=section&id=Part%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements show reduced assets from redemptions, a net loss, and liquidity concerns as a non-operating SPAC [Condensed Consolidated Balance Sheets](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Balance Sheet Highlights (Unaudited) | Metric | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $271,833 | $232,278 | | Cash held in Trust Account | $3,663,652 | $32,116,099 | | **Total Assets** | **$3,939,592** | **$32,353,628** | | **Liabilities & Equity** | | | | Total Current Liabilities | $5,070,687 | $3,938,606 | | Total Liabilities | $5,303,807 | $4,167,666 | | Common stock subject to possible redemption | $4,017,469 | $31,839,150 | | Total Stockholders' Deficit | ($5,381,684) | ($3,653,188) | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Loss from operations | ($248,848) | ($394,213) | ($1,017,302) | ($1,197,866) | | Interest income on trust account | $178,084 | $370,848 | $744,351 | $1,394,123 | | **Net Loss** | **($154,697)** | **($101,152)** | **($336,020)** | **($151,848)** | | **Basic and diluted net loss per share** | **($0.04)** | **($0.02)** | **($0.08)** | **($0.02)** | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20DEFICIT) - The total stockholders' deficit increased from **($3,653,188)** on January 1, 2024, to **($5,381,684)** on September 30, 2024[11](index=11&type=chunk) - Key drivers for the increased deficit during the nine months ended September 30, 2024, include the net loss of **$336,020**, excise tax on stock redemptions of **$289,249**, and accretion of common stock subject to redemption valued at **$1,103,227**[11](index=11&type=chunk)[16](index=16&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Cash Flow Summary for the Nine Months Ended September 30 (Unaudited) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($585,625) | ($687,693) | | Net cash provided by investing activities | $29,196,798 | $40,909,209 | | Net cash used in financing activities | ($28,571,618) | ($40,201,184) | | **Net change in cash** | **$39,555** | **$20,332** | - Investing activities primarily consisted of redemptions from the Trust Account (**$28.9M**), while financing activities were dominated by the corresponding redemption of Class A common stock (**$28.9M**)[16](index=16&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) - The company is a blank check company (SPAC) that has not commenced operations and is seeking a business combination. The deadline has been extended to March 14, 2025, through monthly extensions[18](index=18&type=chunk)[19](index=19&type=chunk)[42](index=42&type=chunk) - A Business Combination Agreement with Evie Group was terminated on March 11, 2024. Subsequently, on September 6, 2024, the company entered into a new Merger Agreement with VisionWave Technologies[59](index=59&type=chunk)[63](index=63&type=chunk) - The company has determined there is substantial doubt about its ability to continue as a going concern due to insufficient funds and the approaching mandatory liquidation date. The proposed merger with VisionWave is presented as a potential cure[90](index=90&type=chunk)[91](index=91&type=chunk) - As of September 30, 2024, the company owed **$1,729,840** to related parties for loans, accrued compensation, and administrative fees[150](index=150&type=chunk) - The company has received a delisting notice from Nasdaq for failing to complete a business combination within 36 months. The company has appealed this determination, with a hearing scheduled for November 7, 2024[79](index=79&type=chunk)[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's SPAC status, redemptions, new merger, net losses, and substantial doubt about its ability to continue as a going concern [Proposed Business Combination](index=34&type=section&id=MD%26A_Proposed_Business_Combination) - The Business Combination Agreement with Evie Group was terminated on March 11, 2024, because Evie Group failed to provide a required loan to Bannix[204](index=204&type=chunk) - On September 6, 2024, Bannix entered into a new Merger Agreement with VisionWave Technologies. The transaction involves a complex merger structure that will result in Bannix and VisionWave becoming subsidiaries of a new public holding company[207](index=207&type=chunk)[209](index=209&type=chunk) - The VisionWave business combination is expected to close in the first quarter of 2025, subject to stockholder approvals and other customary closing conditions[209](index=209&type=chunk) [Results of Operations](index=37&type=section&id=MD%26A_Results_of_Operations) - The company has not generated any operating revenue since inception. Its activity has been focused on its IPO and the search for a business combination[226](index=226&type=chunk) Net Loss Summary | Period | Net Loss | | :--- | :--- | | Three months ended Sep 30, 2024 | ($154,697) | | Nine months ended Sep 30, 2024 | ($336,020) | | Three months ended Sep 30, 2023 | ($101,152) | | Nine months ended Sep 30, 2023 | ($151,848) | [Liquidity, Capital Resources, and Going Concern](index=37&type=section&id=MD%26A_Liquidity%2C%20Capital%20Resources%2C%20and%20Going%20Concern) Liquidity Position as of September 30, 2024 | Metric | Amount | | :--- | :--- | | Cash | $271,833 | | Working Capital Deficit | ($4,794,747) | - Management has concluded that there is substantial doubt about the company's ability to continue as a going concern due to insufficient funds and the approaching mandatory liquidation date[235](index=235&type=chunk) - The proposed business combination with VisionWave Technologies is presented as a cure for the going concern issue[236](index=236&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Bannix Acquisition Corp. is not required to provide market risk disclosures - The company is not required to make disclosures under this item as it qualifies as a smaller reporting company[244](index=244&type=chunk) [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in internal control over financial reporting, with remediation underway - Management evaluated disclosure controls and procedures and concluded they were not effective as of September 30, 2024[245](index=245&type=chunk) - A material weakness was identified in internal control over financial reporting related to accounting for complex financial instruments, fair value measurements, and misstatements in prepaid expense, taxes, and legal fees[245](index=245&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk) - The company is in the process of implementing changes to remediate the identified material weakness[252](index=252&type=chunk) [Part II. Other Information](index=40&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current legal proceedings - None[253](index=253&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) Key risks include a material weakness in internal controls, changing regulations, and a new excise tax on stock redemptions - A material weakness in internal control over financial reporting has been identified, which may adversely affect investor confidence and the company's ability to report financial results accurately and timely[253](index=253&type=chunk)[254](index=254&type=chunk) - Changes in laws or regulations, such as the SEC's proposed rules for SPACs, could increase the costs and time required to complete an initial business combination[259](index=259&type=chunk)[261](index=261&type=chunk) - The company may be subject to a 1% excise tax on stock redemptions under the Inflation Reduction Act of 2022, which could reduce the cash available to complete a business combination[262](index=262&type=chunk)[264](index=264&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reports no unregistered sales of equity securities or use of proceeds from registered securities - None[265](index=265&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[265](index=265&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[265](index=265&type=chunk) [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter - No director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the quarter ended September 30, 2024[265](index=265&type=chunk) [Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, primarily certifications by officers and XBRL data files - The report includes certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[268](index=268&type=chunk) - Interactive Data Files (XBRL documents) are included as exhibits[267](index=267&type=chunk) [Part III. Signatures](index=44&type=section&id=Part%20III.%20Signatures) [Signatures](index=44&type=section&id=Signatures) The report is signed by Douglas Davis, Co-Chairman and CEO, and Erik Klinger, CFO, on November 14, 2024 - The report was signed on November 14, 2024, by Douglas Davis (Co-Chairman and Chief Executive Officer) and Erik Klinger (Chief Financial Officer)[273](index=273&type=chunk)

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements as of June 30, 2024, reflect decreased assets due to stock redemptions, a net loss, and a **$4.4 million** working capital deficit, raising substantial doubt about the company's going concern ability [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2024, total assets decreased to **$17.4 million** from **$32.4 million** due to stock redemptions, while liabilities and stockholders' deficit increased Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $29,694 | $232,278 | | Cash held in Trust Account | $17,375,843 | $32,116,099 | | **Total Assets** | **$17,410,827** | **$32,353,628** | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $4,458,841 | $3,938,606 | | Total Liabilities | $4,691,961 | $4,167,666 | | Common stock subject to possible redemption | $17,425,962 | $31,839,150 | | Total Stockholders' Deficit | $(4,707,096) | $(3,653,188) | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported a net loss of **$153,104** for the three months and **$181,323** for the six months ended June 30, 2024, primarily due to lower interest income from the trust account Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Operating Costs | $348,402 | $490,123 | $768,454 | $803,653 | | Interest Income on Trust Account | $200,064 | $340,353 | $566,267 | $1,023,275 | | **Net Loss** | **$(153,104)** | **$(239,409)** | **$(181,323)** | **$(50,696)** | | **Net Loss Per Share** | **$(0.04)** | **$(0.04)** | **$(0.04)** | **$(0.01)** | [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The total stockholders' deficit increased from **$(3.7) million** to **$(4.7) million** by June 30, 2024, driven by net loss, excise tax, and accretion of redeemable common stock - The accumulated deficit grew from **$(3,678,428)** on January 1, 2024, to **$(4,732,336)** on June 30, 2024[9](index=9&type=chunk) - Key drivers for the increased deficit in the first six months of 2024 include a net loss of **$181,323**, excise tax of **$151,344**, and accretion to redemption value of **$721,241**[9](index=9&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2024, net cash used in operating activities was **$419,658**, while investing activities provided **$15.3 million** and financing activities used **$15.1 million**, resulting in a net cash decrease of **$202,584** Cash Flow Summary for Six Months Ended June 30, 2024 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(419,658) | | Net cash provided by investing activities | $15,306,523 | | Net cash used in financing activities | $(15,089,449) | | **Net change in cash** | **$(202,584)** | | **Cash, end of the period** | **$29,694** | - The company redeemed **$15,134,429** of Class A common stock, which was the primary use of cash in financing activities and was funded by withdrawals from the Trust Account[11](index=11&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's status as a blank check company with no operations, its September 14, 2024, business combination deadline, the new agreement with VisionWave Technologies, and a going concern issue due to insufficient funds and approaching liquidation - The company is a blank check company formed to effect a business combination and has not commenced any operations as of June 30, 2024[12](index=12&type=chunk)[13](index=13&type=chunk) - The business combination agreement with Evie Group was terminated on March 11, 2024, and a new agreement was signed with VisionWave Technologies Inc. on March 26, 2024[45](index=45&type=chunk)[46](index=46&type=chunk) - The company has until **September 14, 2024** (as extended) to consummate a business combination, or it will be forced to liquidate[29](index=29&type=chunk)[72](index=72&type=chunk) - Management has concluded that there is substantial doubt about the company's ability to continue as a going concern due to insufficient funds and the mandatory liquidation deadline[72](index=72&type=chunk)[73](index=73&type=chunk) - In July 2024, the company deposited **$25,000** into the Trust Account to extend the business combination deadline to August 14, 2024, and filed a preliminary proxy to seek further extensions to March 14, 2025[148](index=148&type=chunk)[149](index=149&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with a September 14, 2024, business combination deadline, detailing the new agreement with VisionWave Technologies, a **$181,323** net loss, significant stock redemptions, and a **$4.4 million** working capital deficit raising going concern doubts - The business combination agreement with Evie Group was terminated on March 11, 2024, and a new agreement was entered into with VisionWave Technologies on March 26, 2024, for an all-stock acquisition[166](index=166&type=chunk)[167](index=167&type=chunk) - Stockholders redeemed **3,960,387** shares in March 2023 and **1,381,866** shares in March 2024, resulting in cash outflows from the Trust Account of **$41.1 million** and **$15.1 million**, respectively[161](index=161&type=chunk) - The company has a working capital deficit of **$4,423,857** as of June 30, 2024, and management believes it may not have sufficient funds to meet operating needs through the September 14, 2024, business combination deadline[185](index=185&type=chunk)[188](index=188&type=chunk) - Insufficient funds and the mandatory liquidation date raise substantial doubt about the company's ability to continue as a going concern, with the proposed business combination with VisionWave cited as a potential cure[189](index=189&type=chunk) Results of Operations Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | **Six Months Ended June 30, 2024** | **$(181,323)** | Operating costs of $768,454 and taxes, partially offset by interest income of $566,267 and a $33,750 gain on forgiven payables | | **Six Months Ended June 30, 2023** | **$(50,696)** | Operating costs of $803,653 and taxes, largely offset by higher interest income of $1,023,275 | [Quantitative and Qualitative Disclosures Regarding Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures regarding market risk - As a smaller reporting company, disclosures under this item are not required[195](index=195&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2024, due to a material weakness in internal control over financial reporting related to complex financial instruments, fair value measurements, and misstatements in various accounts - Management concluded that disclosure controls and procedures were not effective as of June 30, 2024[195](index=195&type=chunk) - A material weakness was identified in internal control over financial reporting, defined as a deficiency with a reasonable possibility of material misstatement not being prevented or detected timely[198](index=198&type=chunk) - The weakness relates to the accounting for complex financial instruments, fair value measurements, and misstatements in prepaid expense, income and franchise taxes, and legal fees[195](index=195&type=chunk)[199](index=199&type=chunk) - No changes were made to internal controls during the quarter that materially affected, or are likely to materially affect, internal control over financial reporting, and remediation efforts are ongoing[200](index=200&type=chunk) [Part II. Other Information](index=41&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any legal proceedings - The company is not subject to any litigation at the present time[131](index=131&type=chunk)[201](index=201&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) Key risks include a material weakness in internal control over financial reporting, potential changes in SEC regulations for SPACs, and the applicability of a **1%** federal excise tax on stock redemptions - A material weakness in internal control over financial reporting could adversely affect the company's ability to report financial results accurately and on time, potentially leading to a loss of investor confidence and a decline in stock price[203](index=203&type=chunk)[204](index=204&type=chunk) - Proposed SEC rules for SPACs could increase the costs and time needed to complete an initial business combination and may constrain the circumstances under which a deal could be completed[208](index=208&type=chunk) - The company may be subject to a **1%** excise tax on stock redemptions under the Inflation Reduction Act of 2022, which would be payable by the company and could reduce the cash available to complete a business combination[209](index=209&type=chunk)[210](index=210&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reported no unregistered sales of equity securities during the period - None reported[211](index=211&type=chunk) [Defaults Upon Senior Securities](index=43&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[211](index=211&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - None reported[211](index=211&type=chunk) [Other Information](index=43&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter ended June 30, 2024 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter[211](index=211&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and XBRL data files

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $188,713, consisting of interest income of $682,922, offset by operating costs of $313,530 and income tax provision of $180,679 [195]. - The company reported that the adoption of ASU 2023-09 regarding income tax disclosures is not expected to have a material impact on its financial statements [199]. Business Combination - The company extended the deadline to complete a business combination from December 14, 2022, to July 14, 2024, necessitating loans to fund required deposits [185]. - The company has entered into a proposed Business Combination Agreement with VisionWave as a remedy for its going concern assessment [197]. - The VisionWave Business Combination Agreement includes covenants for both parties to use commercially reasonable efforts to comply with NASDAQ listing requirements and governmental approvals [189]. - The company received stockholder approval to remove the redemption limitation preventing a business combination if net tangible assets would fall below $5,000,001 [186]. - The company cannot assure the success of its plans to complete the initial business combination [194]. Financial Obligations - The company issued unsecured promissory notes to Evie Autonomous LTD with a principal balance of $1,003,995, which are repayable upon the consummation of the initial Business Combination or liquidation [196]. Internal Control - The company has identified a material weakness in internal control over financial reporting as of March 31, 2024, which could affect the accuracy of financial results [204]. Regulatory Impact - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases, which may affect the company's cash available for business combinations [206].

PART I [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) The company is a SPAC seeking a business combination by its September 2024 deadline, now targeting VisionWave Technologies - The company is a blank check company that consummated its IPO of **6,900,000 units** at **$10.00 per unit** on September 14, 2021[268](index=268&type=chunk)[269](index=269&type=chunk) - **Instant Fame LLC** became the new sponsor on October 20, 2022, after acquiring shares from the original sponsors[283](index=283&type=chunk) - The deadline to complete an initial business combination has been extended to **September 14, 2024**[302](index=302&type=chunk)[371](index=371&type=chunk) - A business combination agreement with Evie Autonomous Group Ltd was **terminated on March 11, 2024**[275](index=275&type=chunk)[314](index=314&type=chunk) - On March 26, 2024, the company entered a new Business Combination Agreement with **VisionWave Technologies Inc.**, proposing to acquire it for **3,000,000 shares** of common stock[276](index=276&type=chunk) - The acquisition strategy targets businesses with high growth potential, a leading market position, and a talented management team[298](index=298&type=chunk)[321](index=321&type=chunk) [Risk Factors](index=21&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks related to completing a business combination, potential conflicts of interest, and securities delisting [Risks Related to Business Combination](index=21&type=section&id=Risks%20Related%20to%20Business%20Combination) The company risks liquidation if a business combination is not completed by the deadline, facing competition and redemption pressures - Failure to complete a business combination by the **September 14, 2024 deadline** would result in liquidation and the redemption of public shares[3](index=3&type=chunk)[418](index=418&type=chunk) - **High redemption rates** by public stockholders could increase the probability of the business combination being unsuccessful[2](index=2&type=chunk)[441](index=441&type=chunk) - Sponsors, executive officers, and directors have a **conflict of interest** as they will lose their entire investment if a business combination is not completed[6](index=6&type=chunk)[471](index=471&type=chunk) - **Intense competition** from other SPACs may make attractive target businesses scarcer and more expensive[24](index=24&type=chunk)[387](index=387&type=chunk) - The company may lack sufficient funds outside the trust account to operate, potentially forcing it to borrow from insiders or liquidate[16](index=16&type=chunk)[17](index=17&type=chunk) [Risks Relating to the Post-Business Combination Company](index=32&type=section&id=Risks%20Relating%20to%20the%20Post-Business%20Combination%20Company) Post-combination, the company will face concentration risk, potential asset write-downs, and challenges retaining key personnel - The company will likely complete only one business combination, making it solely dependent on a single business and its limited products or services[389](index=389&type=chunk)[429](index=429&type=chunk)[475](index=475&type=chunk) - The company may be forced to **write-down or write-off assets** or incur impairment charges post-combination, which could negatively affect its financial condition[25](index=25&type=chunk)[480](index=480&type=chunk) - If the company combines with a business with international operations, it will be subject to additional risks like currency fluctuations and political instability[32](index=32&type=chunk)[33](index=33&type=chunk) - The company's success is highly dependent on its **key personnel**, and their loss could negatively impact operations[34](index=34&type=chunk)[35](index=35&type=chunk)[469](index=469&type=chunk) - Executive officers and directors may have **conflicts of interest** due to their affiliations with other entities engaged in similar business activities[36](index=36&type=chunk)[411](index=411&type=chunk) [Risks Relating to Our Securities](index=37&type=section&id=Risks%20Relating%20to%20Our%20Securities) Securities are subject to delisting risk, dilution, and potential worthlessness of warrants, with a material weakness identified - The company received a notice from Nasdaq on April 25, 2024, for non-compliance with listing rules, which **could lead to delisting**[64](index=64&type=chunk) - Third-party claims could reduce funds in the trust account, resulting in a per-share redemption amount of **less than $10.95**[42](index=42&type=chunk)[66](index=66&type=chunk) - The company's warrants are accounted for as a liability, which may **adversely affect the stock price** due to fair value changes[44](index=44&type=chunk) - There is a risk that warrants may not be registered, precluding exercise except on a cashless basis and **potentially expiring worthless**[52](index=52&type=chunk)[72](index=72&type=chunk) - The issuance of additional shares to complete a business combination would **dilute the equity interest** of existing investors[74](index=74&type=chunk)[101](index=101&type=chunk) - Initial stockholders control a substantial interest and can exert **significant influence on stockholder votes**[56](index=56&type=chunk)[77](index=77&type=chunk) - The company has identified a **material weakness** in its internal control over financial reporting as of December 31, 2023[94](index=94&type=chunk)[96](index=96&type=chunk) [Unresolved Staff Comments](index=48&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved comments from the SEC - Not applicable[97](index=97&type=chunk) [Cybersecurity](index=48&type=section&id=ITEM%201C.%20CYBERSECURITY) The company acknowledges cybersecurity risks but has not yet established a formal enterprise risk management framework - The company's operations involve storing and processing data, making it subject to privacy laws and vulnerable to cyberattacks[98](index=98&type=chunk)[132](index=132&type=chunk) - A **formal enterprise risk management program** to address cybersecurity risks has not been established, though an incident response plan exists[124](index=124&type=chunk)[134](index=134&type=chunk) - The company experienced **no cybersecurity incidents** during the last fiscal year[126](index=126&type=chunk) [Properties](index=49&type=section&id=ITEM%202.%20PROPERTIES) The company utilizes a virtual office provided by its Sponsors under a monthly administrative services agreement - The company maintains a virtual executive office in Wilmington, DE, provided by its Sponsors[135](index=135&type=chunk) - An agreement exists to pay the initial Sponsors **$5,000 per month** for office space and administrative services, terminating upon a business combination or liquidation[135](index=135&type=chunk) [Legal Proceedings](index=49&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any material legal proceedings - The company is not currently a party to any material litigation or legal proceedings[154](index=154&type=chunk) [Mine Safety Disclosures](index=49&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company's operations - Not Applicable[136](index=136&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=50&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities trade on Nasdaq, with no dividends paid, and details 4,081,747 shares outstanding | Security | Trading Symbol | Exchange | | :--- | :--- | :--- | | Common Stock | BNIX | The Nasdaq Capital Market | | Warrants | BNIXW | The Nasdaq Capital Market | | Rights | BNIXR | The Nasdaq Capital Market | - As of May 30, 2024, there were **4,081,747 shares of common stock outstanding** held by eighteen stockholders of record[129](index=129&type=chunk) - The company has not paid cash dividends and does not intend to prior to completing an initial business combination[137](index=137&type=chunk) - Simultaneously with the IPO, the company sold **406,000 Private Placement Units**, consisting of common stock, warrants, and rights[130](index=130&type=chunk) [[Reserved]](index=51&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is not applicable - Not applicable[160](index=160&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The company reported a net loss for 2023 and faces substantial doubt about its ability to continue as a going concern [Overview and Recent Developments](index=51&type=section&id=Overview%20and%20Recent%20Developments) The company extended its combination deadline and entered a new agreement with VisionWave Technologies after terminating a prior deal - The deadline to complete a business combination has been extended to **September 14, 2024**, through monthly extensions funded by the Sponsor[147](index=147&type=chunk)[165](index=165&type=chunk) - The proposed business combination with Evie Group was **terminated on March 11, 2024**, due to Evie Group's failure to provide a required loan[150](index=150&type=chunk)[169](index=169&type=chunk) - On March 26, 2024, Bannix entered into a new business combination agreement to acquire **VisionWave Technologies Inc** in exchange for **3,000,000 shares** of Bannix common stock[190](index=190&type=chunk) - In connection with the March 2024 extension, stockholders redeemed **1,381,866 shares**, resulting in a **$15,134,429** removal from the Trust Account[168](index=168&type=chunk) [Results of Operations](index=57&type=section&id=Results%20of%20Operations) The company shifted from a net income in 2022 to a net loss of $56,839 in 2023 due to higher operating costs | Metric | For the Year Ended Dec 31, 2023 | For the Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | Operating Costs | $1,504,995 | $1,000,944 | | Interest Income on Trust Account | $1,769,666 | $1,088,633 | | Change in Fair Value of Warrant Liability | $8,120 (Gain) | $182,700 (Gain) | | Provision for Income Taxes | $329,630 | $223,282 | | **Net (Loss) / Income** | **($56,839)** | **$47,107** | [Liquidity, Capital Resources, and Going Concern](index=57&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Going%20Concern) A working capital deficit and impending liquidation deadline raise substantial doubt about the company's going concern status - As of December 31, 2023, the company had **$232,278 in cash** and a **working capital deficit of $3.7 million**[202](index=202&type=chunk) - The company has until **September 14, 2024**, to consummate a business combination, which combined with insufficient funds, raises **substantial doubt about its ability to continue as a going concern**[184](index=184&type=chunk)[224](index=224&type=chunk) - Liquidity needs have been satisfied through capital contributions and loans from sponsors, with **$1,213,600 owed** as of December 31, 2023[183](index=183&type=chunk) - The proposed Business Combination Agreement with VisionWave is considered a potential cure for the going concern assessment[185](index=185&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, this disclosure is not required - As a smaller reporting company, disclosures under this item are not required[229](index=229&type=chunk) [Financial Statements and Supplementary Data](index=59&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section references the company's audited financial statements included elsewhere in the report - The company's financial statements and related notes begin on page F-1 of the Annual Report[230](index=230&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=59&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company changed its independent accounting firm in September 2023, reporting no disagreements with the former auditor - On September 8, 2023, the company dismissed Marcum LLP and engaged **RBSM LLP** as its new independent registered public accounting firm[231](index=231&type=chunk) - There were **no disagreements** with the former accountant on accounting principles, financial statement disclosure, or auditing scope[210](index=210&type=chunk) - The company previously identified material weaknesses in internal controls related to accounting for complex financial instruments, which resulted in **restatements of financial statements**[209](index=209&type=chunk)[232](index=232&type=chunk) [Controls and Procedures](index=60&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls were ineffective due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2023[234](index=234&type=chunk) - A **material weakness** in internal control over financial reporting was identified, relating to accounting for complex financial instruments and fair value measurements[213](index=213&type=chunk)[238](index=238&type=chunk) - The material weakness stems from issues identified in April 2021 by the SEC Staff regarding SPAC warrants, which required reevaluation[213](index=213&type=chunk) - Management has implemented remediation steps, including enhancing the review process for complex securities[240](index=240&type=chunk) [Other Information](index=61&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) No directors or executive officers adopted or terminated Rule 10b5-1 trading plans in 2023 - No director or executive officer adopted or terminated a Rule 10b5-1 trading plan or other non-Rule 10b5-1 trading arrangement during the year ended December 31, 2023[241](index=241&type=chunk)[242](index=242&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=61&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company - Not Applicable[220](index=220&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=62&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company details its board composition, committee structure, and the appointment of a new CFO in April 2024 | Name | Age | Title | | :--- | :--- | :--- | | Douglas Davis | 65 | Co-Chairman of the Board, CEO, Secretary | | Craig J. Marshak | 64 | Co-Chairman of the Board | | Jamal "Jamie" Khurshid | 47 | Director | | Eric T. Shuss | 58 | Director | | Ned L. Siegel | 72 | Director | | Subash Menon | 58 | Director | | Erik Klinger | * | Chief Financial Officer (appointed Apr 2024) | - The board consists of six directors, a majority of whom are **independent**[509](index=509&type=chunk)[512](index=512&type=chunk) - The board has two standing committees: an **Audit Committee** and a **Compensation Committee**, both composed entirely of independent directors[513](index=513&type=chunk) - The company has adopted a code of ethics and has provisions to address potential conflicts of interest regarding business opportunities[519](index=519&type=chunk)[521](index=521&type=chunk) [Executive Compensation](index=68&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Executive compensation is limited to salaries for the CEO and newly appointed CFO, with no other cash compensation paid - CEO Douglas Davis has an Executive Retention Agreement with an annual salary of **$240,000**, with **$160,000** compensated in 2023[705](index=705&type=chunk)[732](index=732&type=chunk) - On April 10, 2024, Erik Klinger was appointed CFO with an annual salary of **$120,000**[688](index=688&type=chunk) - Other than the CEO and CFO, no executive officers receive cash compensation, but they are reimbursed for out-of-pocket expenses[706](index=706&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=69&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Directors and executive officers beneficially own approximately 26% of the company's outstanding common stock | Name of Beneficial Owner | Approximate Percentage of Outstanding Common Stock | | :--- | :--- | | All directors and executive officers as a group (6 individuals) | 25.99% | | Subash Menon (Director) | 14.35% | | Suresh Yezhuvath | 14.35% | | Instant Fame, LLC (controlled by Douglas Davis) | 11.64% | | Karpus Investment Management | 10.43% | | Sea Otter Holdings LLC | 8.12% | | Sixth Borough Capital Fund LP | 8.12% | [Certain Relationships and Related Transactions, and Director Independence](index=71&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The company discloses several related party transactions with its sponsors, including loans and service agreements - Sponsors and anchor investors purchased an aggregate of **406,000 private placement units**[717](index=717&type=chunk) - The company has an Administrative Services Agreement to pay an affiliate **$5,000 per month** for office space and support services[719](index=719&type=chunk) - Sponsors or affiliates may provide up to **$1,500,000 in loans** for transaction costs, which may be convertible into units at $10.00 per unit[720](index=720&type=chunk) - The audit committee has a policy to review and approve all related party transactions[726](index=726&type=chunk) [Principal Accountant Fees and Services](index=74&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company reports approximately $80,000 in audit fees paid to its principal accountant for each of the last two fiscal years | Fee Category | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Audit Fees | ~$80,000 | ~$80,000 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The audit committee pre-approves all auditing services and permitted non-audit services[729](index=729&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=75&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all financial statements and exhibits filed with the annual report - Lists all financial statements and exhibits filed with the report, which are available on the SEC's website[730](index=730&type=chunk) - Key filed exhibits include the **Business Combination Agreement with VisionWave**, the Investment Management Trust Agreement, and various executive agreements[731](index=731&type=chunk)[765](index=765&type=chunk) [Form 10-K Summary](index=77&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item is not applicable and no summary is provided - None[766](index=766&type=chunk)

Core Points - Bannix Acquisition Corp. has received a notification from NASDAQ regarding non-compliance with Listing Rule 5250(c)(1) due to the failure to file its Quarterly Report on Form 10-Q for the period ended March 31, 2024, and the delinquency in filing its Form 10-K for the fiscal year ended December 31, 2023 [1][2] - The company has until June 24, 2024, to submit a plan to regain compliance with NASDAQ's listing requirements and is actively working to complete the necessary filings [2] - The notification does not have an immediate effect on the listing of the company's securities on NASDAQ, but there is no assurance that the company will meet the filing deadlines or regain compliance [2] Company Overview - Bannix Acquisition Corp. is a blank check company established for the purpose of executing mergers, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more businesses [3]

Core Points - Bannix Acquisition Corp. has received a notification from NASDAQ regarding non-compliance with Listing Rule 5250(c)(1) due to the failure to file its Quarterly Report on Form 10-Q for the period ended March 31, 2024, and the delinquency in filing its Form 10-K for the fiscal year ended December 31, 2023 [1][2] - The company has until June 24, 2024, to submit a plan to regain compliance with NASDAQ's listing requirements and is actively working to complete the necessary filings [2] - The notification does not have an immediate effect on the listing of the company's securities on NASDAQ, but there is no assurance that the company will meet the filing deadline or regain compliance [2] Company Overview - Bannix Acquisition Corp. is a blank check company established for the purpose of executing mergers, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more businesses [3]