Bannix Acquisition Corp. to acquire VisionWave Technologies in stock deal; 3M new shares issued

Bannix Acquisition Corp.

Bannix issues 3,000,000 new shares to acquire all VisionWave common shares; VisionWave becomes wholly owned subsidiary.
Closing conditions include Bannix shareholder approval, Nasdaq listing, absence of material adverse effect on either party.
Outside date for closing is September 14, 2024; either party may terminate if conditions unmet by that date.
Sponsor Letter Agreement: Bannix Sponsor (Instant Fame LLC) agrees to support and vote for the transaction.
Shares issued in the acquisition are unregistered, relying on Section 4(a)(2) exemption under the Securities Act.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bannix Acquisition Corp. entered into Business Combination Agreement with VisionWave Technologies Inc. and the shareholders of the Company (effective 2024-03-26).

Action: entry
Agreement: merger
Counterparty: VisionWave Technologies Inc. and the shareholders of the Company
Effective: 2024-03-26

Exact text from the filing

On March 26, 2024, Bannix Acquisition Corp., a Delaware corporation (“ Bannix ”), VisionWave Technologies Inc., a Nevada corporation (the “ Company ”), and the shareholders of the Company (the “ Company Shareholder ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, Bannix will acquire all of the issued and outstanding share capital of the Company from the Company Shareholders in exchange for the issuance of 3,000,000 new shares of common stock of Bannix, $0.01 par value per share (the “ Common Stock ”), pursuant to which the Company will become a direct wholly owned subsidiary of Bannix (the “ Share Acquisition ”) and (b) the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents referred to therein (collectively, the “ Transactions ”).

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Source: SEC EDGAR

accession 0001731122-24-000496

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