M&A - Bannix Acquisition Corp.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000173112225000807

Filing Summary: On May 22, 2025, Bannix Acquisition Corp. held a Special Meeting where stockholders voted on various proposals, including a Business Combination Proposal to approve a Merger Agreement with VisionWave Holdings, Inc. and its subsidiaries. A total of 2,527,846 shares (96.35% of outstanding shares) participated in the vote, with unanimous approval for all proposals. The Merger Agreement, finalized September 6, 2024, outlines the business combination, subject to Nasdaq listing approval. The meeting also addressed the resignation of several directors from VisionWave to comply with Nasdaq regulations on board composition, while they continue in their management roles. Moreover, shareholders redeemed 83,313 shares, amounting to approximately $963,931 from the trust account, leaving 2,540,353 shares outstanding prior to merger closure.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000173112225000579

Filing Summary: On April 11, 2025, Bannix Acquisition Corp.'s Board of Directors, at the request of its sponsor Instant Fame, LLC, approved the twenty-sixth extension of the deadline for completing a merger or similar business combination to May 14, 2025. This extension allows Bannix to continue pursuing an initial business combination beyond the previously established deadline of March 14, 2025. In lieu of another stockholder vote for future extensions, the Board may extend the deadline on a monthly basis up to three additional months under certain conditions. The sponsor will contribute funds to the trust account for each extension. A press release issued on April 14, 2025, announced this deadline extension to the public.

Form Type: S-4/A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000173112225000420

Filing Summary: Bannix Acquisition Corp. has filed an amendment to Form S-4 on March 21, 2025, concerning the approval of a Merger Agreement and Plan of Reorganization with VisionWave Holdings, Inc., where Bannix will merge with and into a subsidiary of VisionWave, with Bannix becoming a wholly owned subsidiary of VisionWave. The filing outlines that each share of Bannix common stock will convert into shares of VisionWave common stock upon the effective time of the merger, and warrants held by Bannix will similarly convert into warrants for VisionWave stock. The Business Combination is scheduled to be completed in the first quarter of 2025, pending stockholder approval and regulatory clearances. The filing also discusses a special meeting of Bannix stockholders, which will take place virtually, to vote on various proposals, including the Merger Agreement, the issuance of shares, and the establishment of an incentive plan. Additionally, factors regarding potential conflicts of interest for the Sponsor and company directors have been disclosed, highlighting considerations for public stockholders in relation to the merger's approval.

Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: Update

Accession Number: 000173112225000383

Filing Summary: On March 10, 2025, the stockholders of Bannix Acquisition Corp. voted in favor of extending the deadline for completing a merger or similar business combination from March 14, 2025, to April 14, 2025. This extension allows for up to three additional monthly extensions if requested by the company’s sponsor, Instant Fame, LLC. The company’s board decided to implement this twenty-fifth extension on March 12, 2025, with funding of $4,983.30 deposited into the trust account. A press release announcing this extension was issued on March 14, 2025.

Form Type: S-4/A

Filing Date: 2025-02-27

Corporate Action: Merger

Type: Update

Accession Number: 000173112225000306

Filing Summary: Bannix Acquisition Corp.'s board has approved a Merger Agreement and Plan of Reorganization with VisionWave Holdings, Inc. The transaction includes the merger of Bannix with its subsidiary, making Bannix a wholly owned subsidiary of VisionWave. Following this, VisionWave will merge with VisionWave Technologies, Inc. The mergers are expected to close in the first quarter of 2025, pending stockholder approvals. The document outlines how each share of Bannix common stock will convert into VisionWave common stock and details about shares and warrants that will be exchanged. The special meeting for stockholders is scheduled for March 7, 2025, for approval of the merger proposals, which also include issuance of shares and director elections. The complexities of potential conflicts of interest among sponsors and management are discussed.

Form Type: DEF 14A

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000173112225000271

Filing Summary: Bannix Acquisition Corp. is holding a special meeting for stockholders on March 7, 2025, to vote on several proposals, including amendments related to extending the date to complete a business combination to June 14, 2025. This adjustment will provide additional time to finalize a merger with VisionWave Technologies Inc. and involve amending the company's Investment Management Trust Agreement. The proposals also include an Adjournment Proposal to allow for extending the meeting if necessary. The company is pivoting from its original termination date of March 14, 2025, to make necessary preparations for the merger, which entails complex shareholder approval and transaction closing requirements. If the proposals are approved, stockholders may redeem their shares for cash based on the trust account's balance. However, if the extensions are not approved, the company may cease its operations and liquidate.

Form Type: PRE 14A

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000173112225000174

Filing Summary: Bannix Acquisition Corp. has filed a preliminary proxy statement for a special meeting of stockholders scheduled to vote on three major proposals on an undefined date in 2025. The first proposal seeks to amend the company's Amended and Restated Certificate of Incorporation to extend the deadline to complete a business combination from March 14, 2025, to June 14, 2025. The second proposal involves modifying the Investment Management Trust Agreement, allowing for further extensions of the deadline by resolutions from the Board without stockholder approval. The third proposal requests permission for the Board to adjourn the special meeting if necessary to solicit additional proxies if not enough votes are obtained for the previous proposals. The necessity for these amendments arises from a previous business combination agreement with VisionWave Technologies Inc., which would result in VisionWave becoming a wholly owned subsidiary of Bannix. The Board anticipates that without these extensions, they would be unable to finalize the merger within the current timeline, thus stressing the importance of stockholder approval for extending the deadline to complete the merger and facilitating the transition of shares and trust account arrangements. If these proposals are not approved and the business combination is not completed, the company would proceed to liquidate its assets and redeem shares held by stockholders.

Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000173112225000126

Filing Summary: On January 28, 2025, Bannix Acquisition Corp. announced the filing of a registration statement on Form S-4 by VisionWave Holdings relating to a Business Combination involving a merger agreement dated September 6, 2024. This merger agreement includes Bannix, VisionWave Holdings, and several subsidiaries. Upon completion, Bannix and VisionWave will merge with subsidiaries of VisionWave Holdings, resulting in them becoming direct wholly owned subsidiaries of VisionWave Holdings. Existing stockholders of Bannix and VisionWave will receive shares of VisionWave Holdings common stock after the merger. The registration statement contains important information about the meriting companies and the proposed merger process. This announcement does not constitute a solicitation or offer for purchase of securities, nor does it act as a proxy statement for the upcoming meetings concerning the Business Combination. The final proxy statement/prospectus will be mailed to stockholders of Bannix when available, detailing further aspects of the merger and other necessary actions to facilitate the Business Combination.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000173112225000009

Filing Summary: On January 3, 2025, Bannix Acquisition Corp. filed a Form 8-K to report that on December 26, 2024, it entered into several agreements to defer transaction costs and obligations related to its proposed business combination with VisionWave Technologies Inc. The total deferred costs amount to approximately $2,950,000. The deferments include approximately $300,000 for legal and financial advisory service fees, payable within three months post-closing. Additionally, a promissory note held by Evie Autonomous Ltd. for $1,003,995 is deferred for four months after closing. An aggregate of $1,346,643 owed to the Sponsor and its affiliates is also deferred, with a due date of December 12, 2025. The deferments aim to provide financial flexibility for the completion of the business combination while ensuring obligations are met within agreed timeframes.