{"schema_version":"secwatch.filing_event.v1","accession":"0001731122-25-000977","form_type":"8-K","ticker":"VWAV","cik":"0002038439","company_name":"VisionWave Holdings, Inc.","filed_at":"2025-07-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.889046+00:00","generated_at":"2026-05-18T06:33:25.997245+00:00","sec_items":["1.01","2.01","5.06","3.03","9.01","5.01","5.02","5.03","7.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"VisionWave closes merger with Bannix; shares trade on Nasdaq as VWAV","bullets":["Business combination closed July 14, 2025; former Bannix stockholders received pro-rata portion of 2,540,353 VisionWave shares.","Post-closing: 14,270,953 shares outstanding and warrants to purchase 7,306,000 shares outstanding.","Former VisionWave Technologies shareholders control approximately 77.08% of outstanding common stock.","New board and officers: Douglas Davis (Exec Chair), Noam Kenig (CEO), Erik Klinger (CFO); three independent directors appointed.","Marula Capital Group LLC issued fairness opinion that merger consideration was fair to unaffiliated Bannix stockholders."],"urls":{"canonical":"https://secwatch.observer/filing/0001731122-25-000977","json":"https://secwatch.observer/filing/0001731122-25-000977.json","markdown":"https://secwatch.observer/filing/0001731122-25-000977.md","text":"https://secwatch.observer/filing/0001731122-25-000977.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2038439/000173112225000977/0001731122-25-000977-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2038439/000173112225000977/e6701_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T06:33:25.997245+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"e2d5000ef6ae50046741a2b241dea631cd2d9380","claim":"VisionWave Holdings, Inc.: Company ceased to be a shell company as a result of the business combination.","evidence_excerpt":"As a result of the Business Combination, VisionWave ceased to be a shell company.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2038439/000173112225000977/0001731122-25-000977-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"shell status"}],"fact_type":"governance_change"},{"claim_id":"bb1e51416fb4f7d53b1a13945e26a056072d1947","claim":"VisionWave Holdings, Inc. underwent a change of control involving Bannix Acquisition Corp. for All outstanding shares of Bannix Common Stock were cancelled in exchange for a pro-rata portion of 2,540,353 shares of VisionWave Common Stock; substantially eq (closed 2025-07-14).","evidence_excerpt":"of the outstanding shares of common stock, par value $0.01 per share, of Bannix (“Bannix Common Stock”) were cancelled in exchange for the right to receive a pro-rata portion of 2,540,353 shares of common stock of VisionWave (“VisionWave Common Stock”). Each issued and outstanding security of Bannix immediately prior to the Parent Merger Effective Time shall no","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/2038439/000173112225000977/0001731122-25-000977-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Bannix Acquisition Corp."},{"label":"Consideration","value":"All outstanding shares of Bannix Common Stock were cancelled in exchange for a pro-rata portion of 2,540,353 shares of VisionWave Common Stock; substantially eq"},{"label":"Closing","value":"2025-07-14"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}