---
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"
generated_at: "2026-05-18T06:33:25.997245+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# VisionWave closes merger with Bannix; shares trade on Nasdaq as VWAV

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 5.06, 3.03, 9.01, 5.01, 5.02, 5.03, 7.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001731122-25-000977
- JSON: https://secwatch.observer/filing/0001731122-25-000977.json
- Plain text: https://secwatch.observer/filing/0001731122-25-000977.txt

## Key facts
- Governance Changes
  VisionWave Holdings, Inc.: Company ceased to be a shell company as a result of the business combination.
  - Change: shell status
  source text: As a result of the Business Combination, VisionWave ceased to be a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2038439/000173112225000977/0001731122-25-000977-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: Bannix Acquisition Corp.
  - Consideration: 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
  - Closing: 2025-07-14
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2038439/000173112225000977/0001731122-25-000977-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.