| Organization and Business Operations | Note 1— Organization
and Business Operations Organization and General Bannix Acquisition Corp.
(the “Company” or “Bannix”) is a blank check company incorporated in the state of Delaware on January 21, 2021.
The Company was formed for the purpose of effecting mergers, capital stock exchange, asset acquisitions, stock purchases, reorganization
or similar business combinations with one or more businesses (“Business Combination”). As of September 30, 2024,
the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through September 30, 2024
relates to the Company’s formation, the initial public offering (the “IPO”) (as defined below) and the Company’s
search for a target and the consummation of an initial Business Combination. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form
of interest income on cash from the proceeds derived from the IPO and non-operating income or expense from the changes in the fair value
of warrant liabilities. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks
associated with early stage and emerging growth companies. Sponsors and Officers The Company’s original
sponsors were Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath (“Yezhuvath”)
and Seema Rao (“Rao”) (collectively, the “Former Sponsor”). On October 20, 2022, pursuant
to a Securities Purchase Agreement (“SPA”), Instant Fame LLC, a Nevada limited liability company controlled by a U.S. person
(“Instant Fame”) (the “Sponsor”), acquired an aggregate of 385,000 shares of common stock of the Company from
Bannix Management LLP, Balaji Venugopal Bhat, Nicholos Hellyer, Subbanarasimhaiah Arun, Vishant Vora and Suresh Yezhuvath and 90,000 private
placement units from Suresh Yezhuvath (collectively, the “Sellers”) in a private transaction. The Sellers immediately loaned
the entire proceeds to the Company for the working capital requirements of the Company. This loan will be forfeited by the Sellers upon
liquidation or business combination. In connection with this transaction, all parties agreed to certain changes to the Board of Directors. As a result of the above,
Subash Menon resigned as Chief Executive Officer and Chairman of the Board of Directors of the Company and Nicholas Hellyer resigned as
Chief Financial Officer, Secretary and Head of Strategy. Douglas Davis was appointed as the Chief Executive Officer of the Company. Further,
Balaji Venugopal Bhat, Subbanarasimhaiah Arun and Vishant Vora resigned as Directors of the Company. Mr. Bhat, Mr. Arun and Mr. Vora served
on the Audit Committee with Mr. Bhat serving as the committee chair. Mr. Bhat, Mr. Arun and Mr. Vora served on the Compensation Committee
with Mr. Arun serving as the committee chair. The Board was also increased
from two to seven and Craig Marshak and Douglas Davis were appointed as Co-Chairmans of the Board of Directors effective immediately.
Further, Jamal Khurshid, Eric T. Shuss and Ned L. Siegel were appointed to the Board of Directors of the Company. The resignations referenced
above were not the result of any disagreement with management or the Board. On November 10, 2022, Sudeesh
Yezhuvath resigned as a director of the Company for personal reasons. The resignation was not the result of any disagreements with management
or the Board. Due to vacancies as results
of board members departure, on November 11, 2022 the Board made the following decisions: (i) Jamie Khurshid, Ned Siegel and Eric Shuss
each have been identified as being financially literate and independent under the SEC and Nasdaq Rules have been appointed to the Audit
Committee to serve until their successors are qualified and appointed with such appointment subject to the mailing of that certain Schedule
14F Information Statement. Mr. Khurshid chairs the audit committee. (ii) Mr. Siegel, Mr. Shuss and Craig Marshak each have been identified
as being independent under the SEC and Nasdaq Rules were appointed to the Compensation Committee to serve until their successors are qualified
and appointed with such appointment subject to the mailing of that certain Schedule 14F Information Statement. (iii) Messrs. Davis and
Marshak have been appointed as Class III directors, Subash Menon has been appointed as a Class I director and, subject to the mailing
of the Schedule 14F Information Statement, Messrs. Khurshid, Siegel and Shuss have been appointed as the Class II directors. The Schedule
14F Information Statement was mailed on or about November 15, 2022. On May 19, 2023, the Company
entered into an Executive Retention Agreement with Mr. Davis, Chief Executive Officer and Co-Chairman of the Board of Directors, providing
for an at-will employment arrangement that may be terminated by either party at any time, which provides for the payment of an annual
salary of $ 240,000 200,000 On April 10, 2024, Erik Klinger
was appointed by the Company to serve as the Chief Financial Officer of the Company. There is no understanding or arrangement between
Mr. Klinger and any other person pursuant to which he was appointed as an executive officer. Mr. Klinger does not have any family
relationship with any director, executive officer or person nominated or chosen by us to become an executive officer. The employment of
Mr. Klinger is at will and may be terminated at any time, with or without formal cause. Initial Public Offering The registration statements
for the Company’s IPO were declared effective on September 9, 2021 and September 10, 2021 (the “Effective Date”). On
September 14, 2021, the Company consummated its IPO of 6,900,000 Concurrent with the IPO,
the Company consummated the issuance of 406,000 private placement units (the “Private Placement Units”) as follows: the Company
sold 181,000 Private Placement Units to certain investors for aggregate cash proceeds of $2,460,000 and issued an additional 225,000 Private
Placement Units to the Former Sponsor in exchange for the cancellation of $1,105,000 in loans and a promissory note due to them (see Note
5). Each Private Placement Unit consists of one share of common stock, one redeemable warrant to purchase one share of common stock at
a price of $11.50 per whole share and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common
stock upon the consummation of the Business Combination. The Company’s management has broad discretion with respect to the specific
application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended
to be generally applied toward consummating a Business Combination. Trust Account and Extensions Following the closing of
the IPO on September 14, 2021, an amount of $69,690,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and
Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment
company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined
by the Company. The Company has since divested its investments in the Trust Account and placed the funds in an interest-bearing demand
deposit account. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to
pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering
and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (a) the completion of the
Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder
vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public
Shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of this offering, or within
any period of extension, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of
the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. March 8, 2023 Special
Meeting The Company held a Special
Meeting of Stockholders on March 8, 2023 (the “Special Meeting”). At the Special Meeting, the stockholder approved the filing
of an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Extension Amendment”),
to extend the date (the “Extension”) by which the Company must (1) complete a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (an “initial
Business Combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial Business
Combination and (3) redeem 100% of the Company’s common stock (“common stock”) included as part of the units sold in
the Company’s initial public offering that was consummated on September 14, 2021 (the “IPO”), from March 14, 2023, and
to allow the Company, without another stockholder vote, to further extend the date to consummate a Business Combination on a monthly basis
up to twelve (12) times by an additional one (1) month each time after March 14, 2023 or later extended deadline date, by resolution of
the Company’s board of directors (the “Board”), if requested by Instant Fame upon five days’ advance notice prior
to the applicable deadline date, until March 14, 2024, or a total of up to twelve (12) months after March 14, 2023 (such date as extended,
the “Deadline Date”), unless the closing of a Business Combination shall have occurred prior thereto. At the Special Meeting, stockholders
holding a total of 3,960,387 41,077,199 10.37 5,463,613 March 8, 2024 Annual Meeting On March 8, 2024, the Company
held its Annual Meeting of Stockholders of the Company (the “Annual Meeting”), whereby the Company’s stockholders approved
an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “March 2024 Amendment”),
to extend the Deadline Date from March 14, 2024, as extended, and to allow the Company, without another stockholder vote, to further extend
the date to consummate a Business Combination on a monthly basis up to six (6) times by an additional one (1) month each time after March
14, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s
Sponsor, until September 14, 2024, or a total of up to six (6) months after March 14, 2024, unless the closing of a Business Combination
shall have occurred prior thereto (the “Extension Amendment”). Additionally, the Company’s
stockholders approved an amendment to remove from the Amended and Restated Certificate of Incorporation the redemption limitation
contained under Section 9.2(a) preventing the Company from closing a Business Combination if it would have less than $5,000,001 of net
tangible assets (the “NTA Amendment”). At the Annual Meeting, stockholders
holding a total of 1,381,866 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata portion
of the funds in the Company’s Trust Account. 15,134,429 10.95 4,081,747 September 6, 2024 Special
Meeting On September 6, 2024, the
Company held a Special Meeting of Stockholders of the Company (the “September 2024 Special Meeting”), whereby the Company’s
stockholders approved an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the
“September 2024 Amendment”), to extend the Deadline Date from September 14, 2024, as extended, and to allow the Company, without
another stockholder vote, to further extend the date to consummate a Business Combination on a monthly basis up to six (6) times by an
additional one (1) month each time after September 14, 2024 or later extended deadline date, by resolution of the Company’s Board
of Directors, if requested by the Company’s Sponsor, until March 14, 2025, or a total of up to six (6) months after September 14,
2024, unless the closing of a Business Combination shall have occurred prior thereto (the “September 2024 Extension Amendment”). Additionally, beginning in
September 2024, the Sponsor or its designees will deposit into the Trust Account, as a loan, $ 16,237 At the September 2024 Special
Meeting, stockholders holding a total of 1,232,999 shares of the Company’s common stock exercised their right to redeem such shares
for a pro rata portion of the funds in the Company’s Trust Account. 13,790,479 11.18 2,848,748 In association with the Company’s
special meetings and annual meeting, as of the filing of this Form 10-Q, the Company has deposited an aggregate of $ 1,772,474 Initial Business Combination The Company has until September
14, 2025 (unless extended) to (1) complete a Business Combination, (2) cease its operations except for the purpose of winding up if it
fails to complete such Business Combination, and (3) redeem 100% of the Company’s common stock included as part of the units sold
in the Company’s initial public offering. The Company may extend the
Deadline Date, without another stockholder vote, to extend the date to consummate a Business Combination on a monthly basis up to one
(1) time by an additional one (1) month each time after September 14, 2024 or later extended Deadline Date, by resolution of the Company’s
Board of Directors, if requested by the Company’s Sponsor, until March 14, 2025, unless the closing of a Business Combination shall
have occurred prior thereto. In the event that the Company
receives notice from Instant Fame five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company
intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company
intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.
Instant Fame and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete
the initial Business Combination. If the Company is unable to consummate the initial Business Combination within the applicable time period,
the Company will, promptly but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds
held in the Trust Account and promptly following such redemption, subject to the approval of the remaining stockholders and the board
of directors, dissolve and liquidate, subject in each case to the obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law. In such event, the rights and warrants will be worthless. Additionally, pursuant to Nasdaq rules,
any initial Business Combination must be approved by a majority of the independent directors. The Company anticipates structuring
the initial Business Combination so that the post-transaction company in which the public stockholders’ own shares will own or acquire
substantially all of the equity interests or assets of the target business or businesses. The Company may, however, structure the initial
Business Combination such that the post-transaction company owns or acquires less than substantially all of such interests or assets of
the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but the Company
will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction
company owns or acquires 50% or more of the voting securities of the target, the stockholders prior to the initial Business Combination
may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company
in the Business Combination transaction. For example, the Company could pursue a transaction in which the Company issue a substantial
number of new shares in exchange for all of the outstanding capital stock of shares or other equity interests. In this case, the Company
would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, the
stockholders immediately prior to the initial Business Combination could own less than a majority of the outstanding shares subsequent
to the initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued
for purposes of the 80% of net assets test. If the initial Business Combination involves more than one target business, the 80% of net
assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are
not closed simultaneously. The Company cannot ascertain
the capital requirements for any particular transaction. If the net proceeds currently held in the Trust Account prove to be insufficient,
either because of the size of the Business Combination, the depletion of the available net proceeds in search of a target business, or
because the Company becomes obligated to redeem a significant number of the Public Shares upon consummation of the initial Business Combination,
the Company will be required to seek additional financing, in which case the Company may issue additional securities or incur debt in
connection with such Business Combination. Furthermore, the Company may issue a substantial number of additional shares of common or preferred
stock to complete the initial Business Combination or under an employee incentive plan upon or after consummation of the initial Business
Combination. The Company does not have a maximum debt leverage ratio or a policy with respect to how much debt the Company may incur.
The amount of debt the Company will be willing to incur will depend on the facts and circumstances of the proposed Business Combination
and market conditions at the time of the potential Business Combination. At this time, the Company is not party to any arrangement or
understanding with any third party with respect to raising additional funds through the sale of the securities or the incurrence of debt.
Subject to compliance with applicable securities laws, the Company would only consummate such financing simultaneously with the consummation
of the initial Business Combination. Nasdaq rules require that
the initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at
least 80% of the assets held in the Trust Account (excluding advisory fees and taxes payable on the income earned on the Trust Account)
at the time of the agreement to enter into the initial Business Combination. If the board is not able to independently determine the fair
market value of the target business or businesses, the Company will obtain an opinion from an independent investment banking firm or an
independent accounting firm with respect to the satisfaction of such criteria. The Company does not intend to purchase multiple businesses
in unrelated industries in connection with the initial Business Combination. The Company will provide
its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business
Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of
a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct
a tender offer will be made by the Company, solely at its discretion. The stockholders will be entitled to redeem their shares for a pro
rata portion of the amount then on deposit in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the
funds held in the Trust Account and not previously released to the Company to pay its tax obligations plus additional deposits to extend
the Combination Period). Related to the redemption
of the Company’s public shares, the Company’s has no limitation on its net tangible assets either immediately before or after
the consummation of the Business Combination. Redemptions of the Company’s public shares may be subject to a net tangible asset
test or cash requirement pursuant to an agreement relating to a Business Combination. For example, the Business Combination may require:
(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other
general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the Business Combination.
In the event the aggregate cash consideration the Company would be required to pay for all shares of common stock that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate
amount of cash available to the Company, it will not complete the Business Combination or redeem any shares, and all shares of common
stock submitted for redemption will be returned to the holders thereof. The Sponsor, officers and
directors and Representative (as defined in Note 6) have agreed to (i) waive their redemption rights with respect to their Founder Shares
and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect
to their Founder Shares (as defined below) and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with
respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period. The Company’s Sponsor
has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the
Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar
agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.95 per Public
Share (subject to increase of up to an additional $16,237 per month in the event that the Sponsors elects to extend the period of time
to consummate a Business Combination as set forth in the September 2024 Extension Amendment) and (ii) the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.95 per share due to reductions
in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities,
including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations,
nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that
the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would
be able to satisfy those obligations. On May 10, 2023, the Company
engaged a law firm to assist with the proposed Business Combination with Evie Group (discussed below). The Company paid $ 30,000 70,000 500,000 In October 2024, the Company
deposited $ 16,237 Proposed Business Combination
– Evie Group (Terminated) On June 23, 2023, the Company,
Evie Autonomous Group Ltd (“Evie Group”), and the shareholder of the Evie Group (“Evie Group Shareholder”), entered
into a Business Combination Agreement (the “Business Combination Agreement” or “BCA”), pursuant to which, subject
to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur:
the acquisition by Bannix of all of the issued and outstanding share capital of Evie Group from the Evie Group Shareholder in exchange
for the issuance of eighty-five million new shares of common stock of Bannix, $ 0.01 Patent Purchase Agreement
(Terminated) On August 8, 2023 the Company
entered into a Patent Purchase Agreement (“PPA”) with GBT Tokenize Corp. (“Tokenize”), which is 50 5 850 42.5 Sponsor Support Agreement
On August 7, 2023, Instant
Fame entered into a sponsor letter agreement (“Sponsor Letter Agreement”) with the Company, whereby Instant Fame agreed to,
among other things, support and vote in favor of the Business Combination Agreement and use its reasonable best efforts to take all other
actions necessary to consummate the transactions contemplated thereby, on the terms and subject to the conditions set forth in the Sponsor
Letter Agreement. Transaction Support Agreement
On August 7, 2023, Evie Group
entered into a transaction support agreement pursuant to which Evie Group’s shareholder agreed to, among other things, support and
provide any necessary votes in favor of the Business Combination Agreement and ancillary agreements. Termination On March 11, 2024, the Bannix
sent EVIE Group and the EVIE Group Shareholder a notice providing that the Business Combination Agreement has been terminated as a result
of the failure of EVIE Group and the EVIE Group Shareholder to loan or procure a loan to Bannix as required pursuant to Section 5.21 of
the Business Combination Agreement. The Company is not obligated
to pay any penalties pursuant to the terms of the Business Combination Agreement as a result of the termination. The Sponsor Letter Agreement
entered between Bannix, Instant Fame LLC and EVIE Group dated August 7, 2023 and the Transaction Support Agreement between Bannix and
the EVIE Group Shareholder dated August 7, 2023 automatically terminated as a result of the termination of the Business Combination Agreement. As the PPA was contingent
upon Bannix closing the acquisition of EVIE and due to the termination of the proposed Business Combination, Bannix and Tokenize agreed
to terminate the PPA which was consented to by GBT. Proposed Business Combination
– VisionWave Technologies As previously disclosed,
on March 26, 2024, the Company entered into a Business Combination Agreement (the “Original Agreement”), by and among Bannix,
VisionWave Technologies, Inc., a Nevada corporation (“Target”) and the shareholders of Target. On September 6, 2024, Bannix
entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Bannix, VisionWave Holdings,
Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VisionWave”), BNIX Merger Sub, Inc., a Delaware
corporation and a direct, wholly owned subsidiary of VisionWave (“Parent Merger Sub”), BNIX VW Merger Sub, Inc., a Nevada
corporation and direct, wholly owned subsidiary of VisionWave (“Company Merger Sub”), and Target. The Merger Agreement and
the transactions contemplated thereby were approved by the boards of directors of each of Bannix, VisionWave, Parent Merger Sub, Company
Merger Sub, and Target. The Mergers Pursuant to and in accordance
with the terms set forth in the Merger Agreement, (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 owned subsidiary of
VisionWave, and (ii) each issued and outstanding security of Bannix immediately prior to the effective time of the Parent Merger
(the “Parent Merger Effective Time”) (other than shares of Bannix Common Stock that have been redeemed or are owned by Bannix
or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares) shall no longer be outstanding and
shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VisionWave
(other than the Parent Rights, which shall be automatically converted into shares of VisionWave), and, (b) immediately following
the consummation of the Parent Merger but on the same day, Company Merger Sub will merge with and into Target, with Target continuing
as the surviving entity (the “Company Merger” and, together with the Parent Merger, the “Mergers”), as a result
of which, (i) Target will become a wholly owned subsidiary of VisionWave, and (ii) each issued and outstanding security of Target
immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than any Cancelled
Shares or Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder
thereof of a substantially equivalent security of VisionWave. The Mergers and the other transactions contemplated by the Merger Agreement
are hereinafter referred to as the “Business Combination.” The Business Combination
is expected to close in the first quarter of 2025, subject to customary closing conditions, including the satisfaction of the minimum
available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of Bannix and Target. Consideration Pursuant to and in accordance
with the terms set forth in the Merger Agreement, at the Parent Merger Effective Time, (a) each share of Bannix common stock, par value
$0.001 per share (“Bannix Common Stock”) outstanding immediately prior to the Parent Merger Effective Time that has not been
redeemed, is not owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and is not a Dissenting Parent Share
will automatically convert into one share of common stock, par value $0.001, of VisionWave (each, a share of “VisionWave Common
Stock”), (b) each Bannix Warrant shall automatically convert into one warrant to purchase shares of VisionWave Common Stock (each,
a “VisionWave Warrant”) on substantially the same terms and conditions; and (c) each Bannix Right will be automatically converted
into the number of shares of VisionWave Common Stock that would have been received by the holder of such Bannix Right if it had been converted
upon the consummation of a Business Combination in accordance with Bannix’s organizational documents. In accordance with the terms
and subject to the conditions of the Merger Agreement, at the Company Merger Effective Time, (a) each share of issued and outstanding
Target common stock, par value $0.01 (“Target Common Stock”), shall be cancelled and converted into 4,041 shares of VisionWave
Common Stock. Governance Subject to approval of shareholders,
the parties have agreed to take actions such that, effective immediately after the Closing of the Business Combination, VisionWave’s
board of directors shall consist of seven directors, consisting of Chuck Hansen, Eric T. Shuss, Douglas Davis, Noam Kenig, Danny Rittman,
Erik Klinger and Yossi Attia. Additionally, certain current Target management personnel may become officers of VisionWave. Representations and Warranties;
Covenants The Merger Agreement contains
representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including,
among others, covenants providing for (i) certain limitations on the operation of |
