ADDED
Signatures 75 2 PART I FINANCIAL INFORMATION VISIONWAVE HOLDINGS, INC.
165,166 145,211 Additional paid-in capital 24,941,494 3,168,248 Accumulated deficit ( 22,044,821 ) ( 15,108,906 ) Total Stockholders Equity (Deficit) 3,061,839 ( 11,795,447 ) Total Liabilities and Stockholders Equity (Deficit) $ 18,370,058 $ 2,693,013 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 Organization and Business Operations VisionWave Holdings, Inc.
( VW Holdings or the Company ) is a Delaware company incorporated in 2024.
VW Holdings is the successor to Bannix Acquisition Corp., ( Bannix ) a blank check company incorporated in the state of Delaware on January 21, 2021 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 ).
Prior to the succession of Bannix by VW Holdings, on March 26, 2024, Bannix entered into a Business Combination Agreement (the Original Agreement ), by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation ( Target or VW Tech.
On September 6, 2024, Bannix entered into a Merger Agreement and Plan of Reorganization (the Merger Agreement ), by and among Bannix, VW Holdings, a direct, wholly owned subsidiary of Bannix, 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.
On July 14, 2025, the transaction contemplated by the Merger Agreement closed.
For the three months ended December 31, 2025, net loss was $ 6,935,915 and cash used in operating activities was $ 5,407,342 .
The Company had an accumulated deficit of $ 22,044,821 as of December 31, 2025.
REMOVED
Explanatory Note: On July 14, 2025, VisionWave Technologies Inc.
( VW Tech ) completed its business combination with Bannix Acquisition Corp.
As part of the transaction, both VW Tech and Bannix became wholly owned subsidiaries of a newly formed parent company, VisionWave Holdings Inc.
This Quarterly Report on Form 10-Q is filed by VisionWave Holdings Inc.
However, because the business combination closed after the period covered by this report (March 31, 2025), the financial statements and related disclosures presented herein reflect the historical operations of Bannix Acquisition Corp.
The operations of VW Tech will be included in the Company s consolidated financial statements beginning with the Form 10-Q for the quarter ending March 31, 2025.
Signatures 26 2 PART I FINANCIAL INFORMATION VISIONWAVE HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER S DEFICIT FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 Common stock Share Amount Additional Paid-in Capital Accumulated Deficit Total Stockholder s Deficit Balance as of September 30, 2024 1 $ $ $ ( 3,056 ) $ ( 3,056 ) Net loss ( 3,000 ) ( 3,000 ) Balance as of December 31, 2024 1 $ $ $ ( 6,056 ) $ ( 6,056 ) Net loss ( 60,253 ) ( 60,253 ) Balance as of March 31, 2025 1 $ $ $ ( 66,309 ) $ ( 66,309 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
(the Company ) was incorporated in Delaware on September 3, 2024, and the Company s registered office is at 108 W.
The Company was formed as a wholly- owned subsidiary of Bannix Acquisition Corp.