VisionWave Technologies Inc. entered into a business combination agreement to acquire Bannix Acquisition Corp. (NasdaqCM : BNIX) from Instant Fame LLC and Others for $33.5 million in a reverse merger transaction on March 26, 2024. Bannix will acquire all of the issued and outstanding share capital of the Company from the Company Shareholders in exchange for the issuance of 3,000,000 new shares of common stock of Bannix.

The respective obligations of each party to consummate the Transactions, including the Share Acquisition, are subject to the satisfaction, or written waiver (where permissible), by the Company and Bannix of the following conditions: Bannix?s shareholders having approved and adopted the Shareholder Approval Matters; the Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect to the Proxy Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; each of the Company Shareholder Resolutions shall have been passed by Company Shareholders holding at least the requisite number of issued and outstanding Equity Securities of the Company; the Bannix Stockholder Approval shall have been obtained; Bannix?s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following Closing, Bannix shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and Bannix shall not have received any notice of non-compliance therewith that has not been cured prior to, or would not be cured at or immediately following the Closing. The board of directors of Bannix and VisionWave Technologies has determined that it is in the best interests of Bannix and the stockholders of Bannix, and declared it advisable, to enter into this agreement. Fleming PLLC acted as legal advisor for Bannix.