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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 30, 2025

 

Bannix Acquisition Corp.

 (Exact Name of Registrant as Specified in its Charter)

 

Delaware   1-40790   86-1626016
(State or other jurisdiction
of incorporation) 
  (Commission File Number)    (I.R.S. Employer
Identification No.) 

 

300 Delaware Ave., Suite 210 # 301
Wilmington, DE.
  19801
(Address of Principal Executive Offices)    (Zip Code) 

 

Registrant’s telephone number, including area code: (302) 305-4790

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.01 per share   BNIX   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50   BNIXW   The Nasdaq Stock Market LLC
One Right to receive 1/10th of one share of Common Stock   BNIXR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 8.01. Other Events

 

On May 25, 2025, VisionWave Holdings Inc. (“VisionWave”), a wholly owned subsidiary of Bannix Acquisition Corp. (the “Company”), entered into three deferment agreements with various creditors, including affiliated entities and former service providers. These agreements were executed in support of the Company’s ongoing efforts to satisfy the liquidity and alignment requirements necessary to complete a potential financing transaction. There is no guarantee that the Company or VisionWave will successfully complete the financing transaction.

 

Under the terms of the deferment agreements, VisionWave’s obligations totaling approximately $3,023,195, consisting of (i) $2,019,200 owed to affiliated entities and insiders, and (ii) $1,003,995 owed to Evie Autonomous Ltd. (“Evie”), have been deferred in full. These amounts will not become payable until any prepaid advance issued in connection with the proposed financing transaction is repaid in full.

 

These deferments reflect a coordinated effort among stakeholders to prioritize VisionWave’s launch, operations, and capital market development following the closing of the proposed business combination with VisionWave Technologies Inc.

 

No securities were issued in connection with these deferment agreements, and VisionWave retains discretion regarding the method and timing of any future payments to these creditors, subject to the stated conditions.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 30, 2025  
   
BANNIX ACQUISITION CORP.  
   
By: /s/ Douglas Davis   
Name:  Douglas Davis  
Title: Chief Executive Officer