Bannix Acquisition Corp美股招股说明书(2025-05-09版)

PROXY STATEMENT OF VISIONWAVE HOLDINGS, INC. PROSPECTUS FOR14,354,266 SHARES OF COMMON STOCK, 7,306,000 WARRANTS TO PURCHASE 7,306,000 SHARES OF COMMONSTOCK AND 730,600 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF RIGHTS TO PURCHASESHARES OF COMMON STOCK OF VISIONWAVE HOLDINGS, INC. Theboard of directors of Bannix Acquisition Corp., a Delaware corporation (“Bannix,” “we,” “us” or “our” “SPAC” or the“Company”), unanimously approved the Merger Agreement and Plan of Reorganization, dated September 6, 2024, by and amongBannix, VisionWave Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VisionWave”), BNIXMerger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of VisionWave (“Parent Merger Sub”), BNIX VWMerger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of VisionWave, and VisionWave Technologies, Inc., aNevada corporation (“Target”) and the shareholders of Target (as it may be amended and/or restated from time to time, the “MergerAgreement”). If the Merger Agreement is approved by the stockholders of Bannix (the “Bannix Stockholders”) and the transactionsunder the Merger Agreement are consummated (the “Business Combination”), (a)Parent Merger Sub will merge with and into Bannix,with Bannix continuing as the surviving entity (the “Parent Merger”), as a result of which, (i)Bannix will become a wholly ownedsubsidiary of VisionWave, and (ii)each issued and outstanding security of Bannix immediately prior to the effective time of the ParentMerger (the “Parent Merger Effective Time”) (other than shares of Bannix Common Stock that have been redeemed or are owned byBannix or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares) shall no longer be outstandingand shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security ofVisionWave (other than the Parent Rights, which shall be automatically converted into shares of VisionWave), and, (b)immediatelyfollowing the consummation of the Parent Merger but on the same day, Company Merger Sub will merge with and into Target, withTarget continuing as the surviving entity (the “Company Merger” and, together with the Parent Merger, the “Mergers”), as a result ofwhich, (i)Target will become a wholly owned subsidiary of VisionWave, and (ii)each issued and outstanding security of Targetimmediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than any CancelledShares or Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to theholder thereof of a substantially equivalent security ofVisionWave. Bannix did not receive a report, opinion, or appraisal in connection with its determination that the Business Combination is Subject to a six-month extension the termination date by which the Company must consummate a business combination fromSeptember 14, 2024, the date that is 36 months from the closing date of the Company’s initial public offering of units, to March 14,2025, the Business Combination is expected to close in the first quarter of 2025, subject to customary closing conditions the receipt ofcertain governmental approvals and the required approval by the stockholders of Bannix and Target. On March 7, 2025, the Companyheld the Special Meeting which approved to further extend the date to consummate a Business Combination on a monthly basis up tothree (3) times by an additional one (1) month each time after March 14, 2025 or later extended deadline date, by resolution of theCompany’s Board of Directors, if requested by the Company’s sponsor, Instant Fame, LLC, a Nevada limited liability company, uponfive days’ advance notice prior to the applicable deadline date, until June 14, 2025, or a total of up to three (3) months after March 14,2025, unless the closing of a business combination shall have occurred prior thereto. On March 12, 2025, the Board, at the request of the Sponsor, determined to implement the Fourth Extension and to extend theDeadline Date for an additional month to April 14, 2025. The $4,983.30 for the Extension was provided to the trust account on March12, 2025. On April 11, 2025, the Board, at the request of the Sponsor, determined to implement the extension and to extend theDeadline Date for an additional month to May 14, 2025. The $4,983.30 for the Extension was provided to the trust account on April11, 2025. On March 13, 2025, the Company received a letter from the Nasdaq Hearings Panel notifying the Company that it will besuspended from trading on The Nasdaq Capital Market (“Nasdaq”) due to the Company’s inability to satisfy the terms outlined in thePanel’s December 2, 2024 decision. As a result, trading in the Company’s securities was moved to the OTC Pink at the open of tradingon March 17, 2025, under the current trading symbols of BNIX, BNIXR and BN