Bannix Acquisition Corp. (“Bannix”) (NASDAQ: BNIX), a publicly
traded special purpose acquisition company, and VisionWave
Technologies, Inc. (“VisionWave”), a company specializes in the
development, testing, and commercialization of advanced
technologies for defense, surveillance, and homeland security
applications., today announced that VisionWave Holdings, Inc., a
wholly owned subsidiary of Bannix (“VisionWave Holdings”), filed
with the U.S. Securities and Exchange Commission (“SEC”) of a
registration statement on Form S-4 (the “Registration
Statement”).
The Registration Statement contains a preliminary proxy
statement/prospectus in connection with the proposed business
combination between VisionWave and Bannix. While the Registration
Statement has not yet become effective and the information
contained therein is subject to change, it provides important
information about VisionWave, VisionWave Holdings, Bannix, and the
proposed business combination.
CEO and Chairman of Bannix Douglas Davis, commented, “We are
thrilled to reach this milestone with VisionWave as we continue the
partnership. The potential of in the defense sector is immense, and
this partnership positions the combined company for success. We are
confident VisionWave is poised to be a leading player and are eager
to continue on the path ahead.”
Transaction Overview
Under the terms of the merger agreement entered into by Bannix
and VisionWave, among others, with respect to the proposed business
combination, Bannix and VisionWave will merge with subsidiaries of
VisionWave Holdings, a wholly owned subsidiary of Bannix that was
formed for the proposed transaction (the “Merger”), with Bannix and
VisionWave becoming direct wholly owned subsidiaries of VisionWave
Holdings. At the effective time of the Merger, stockholders of
Bannix and VisionWave immediately prior to the effective time of
the Merger will receive shares of VisionWave Holdings common
stock.
About Bannix Acquisition Corp.
Bannix Acquisition Corp. is a blank check company, also commonly
referred to as a Special Purpose Acquisition Company, or SPAC,
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities.
About VisionWave Technologies Inc.
VisionWave Technologies Inc. is at the forefront of
revolutionizing defense capabilities by integrating advanced
artificial intelligence (AI) and autonomous solutions across air,
ground, and sea domains. Its state-of-the-art innovations— ranging
from high-resolution radars and advanced vision systems to radio
frequency (RF) sensing technologies are seeking to redefine
operational efficiency and precision for military and homeland
security applications worldwide. From tactical ground vehicles to
precision weapon control systems, VisionWave leads the development
of reliable, high-performance technologies that transform defense
strategies and deliver superior results, even in the most
challenging environments. With headquarters in the U.S. and
strategic partnerships in Canada and the United Arab Emigrants,
VisionWave is uniquely positioned to serve global markets, offering
cutting-edge defense solutions that address the evolving needs of
security forces across the world.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”)
that are based on beliefs and assumptions and on information
currently available to Bannix and VisionWave, including statements
regarding VisionWave’s business plans and growth strategies, market
opportunities, and financial prospects. In some cases, you can
identify forward looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to:
(i) the risk that the previously disclosed proposed business
combination (the “proposed transaction”) may not be completed in a
timely manner or at all, which may adversely affect the price of
Bannix’s securities; (ii) the risk that the proposed transaction
may not be completed by Bannix’s business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by Bannix; (iii) the failure to
satisfy the conditions to the consummation of the proposed
transaction, including the approval of the proposed transaction by
Bannix’s stockholders and the receipt of certain governmental and
regulatory approvals; (iv) the failure to obtain adequate financing
to support the future working capital needs of VisionWave and the
combined company; (v) the outcome of any legal proceedings that may
be instituted against Bannix or VisionWave related to the merger
agreement and the proposed transaction; (vi) changes to the
proposed structure of the proposed transaction that may be required
or appropriate as a result of applicable laws or regulations or as
a condition to obtaining regulatory approval of the proposed
transaction; (vii) the ability to maintain the listing of Bannix’s
securities on Nasdaq; (viii) the price of Bannix’s securities,
including volatility resulting from changes in the competitive
and highly regulated industries in which VisionWave operates,
variations in performance across competitors, changes in laws and
regulations affecting VisionWave’s business and changes in the
combined capital structure; and (viii) other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in Bannix’s
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K that are available on the website of
the Securities and Exchange Commission (the “SEC”) at www.sec.gov
and other documents filed, or to be filed with the SEC by Bannix
and that may be found in the Registration Statement. The foregoing
list of factors is not exhaustive. There may be additional risks
that neither Bannix nor VisionWave presently know or that Bannix or
VisionWave currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. You should carefully consider the
foregoing factors and the other risks and uncertainties that will
be described in the definitive proxy statement to be filed by
VisionWave Holdigns with the SEC, including those under “Risk
Factors” therein, and other documents filed by Bannix and
VisionWave Holdings from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward looking statements,
and Bannix, VisionWave and VisionWave Holdings assume no obligation
and, except as required by law, do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Bannix,
VisionWave Holdings nor VisionWave gives any assurance that either
Bannix or VisionWave will achieve its expectations.
Additional Information and Where to Find
It
In connection with the proposed transaction, VisionWave Holdings
filed with the SEC the Registration Statement on Form S-4, and
after the Registration Statement is declared effective, VisionWave
Holdings will mail a definitive proxy statement/prospectus relating
to the proposed transaction to its stockholders. This press release
does not contain all the information that should be considered
concerning the proposed transaction and is not intended to form the
basis of any investment decision or any other decision in respect
of the proposed transaction. VisionWave Holdings and Bannix may
file other documents regarding the proposed transaction with the
SEC, and Bannix’s stockholders and other interested persons are
advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto, the definitive
proxy statement/prospectus and the other documents filed in
connection with the proposed transaction, as these materials will
contain important information about VisionWave, VisionWave
Holdings, Bannix and the proposed transaction. When available, the
definitive proxy statement/prospectus and other relevant materials
for the proposed transaction will be mailed to stockholders of
Bannix as of a record date to be established for voting on the
proposed transaction and the other matters to be voted upon at a
meeting of Bannix’s stockholders to be held to approve the proposed
transaction and such other matters. Such stockholders will also be
able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge,
once available, at the SEC’s website at www.sec.gov, or by
directing a request to Bannix Acquisition Corp., 300 Delaware
Avenue, Suite 210#301, Wilmington, Delaware 19801 or via email
at doug.davis@bannixacquisition.com.
Participants in Solicitation
Bannix, VisionWave Holdings and VisionWave, and their respective
directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from Bannix’s stockholders in connection
with the proposed transaction. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of Bannix’s stockholders in connection with the
proposed transaction, including the names of such persons and a
description of their respective interests, is set forth in Bannix’s
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the Registration Statement regarding the proposed transaction when
it becomes available. Stockholders will be able to obtain copies of
the documents described in this paragraph that are filed with the
SEC, once available, without charge at the SEC’s website at
www.sec.gov, or by directing a request to Bannix Acquisition Corp.,
300 Delaware Avenue, Suite 210#301, Wilmington, Delaware 19801 or
via email at doug.davis@bannixacquisition.com.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of Bannix, VisionWave Holdings or VisionWave, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
Contacts
Bannix Acquisition Corp.Douglas Davis, CEO(302)
305-479
Bannix Acquisition (NASDAQ:BNIX)
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