Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended March 31, 2025, for VisionWave Holdings, Inc. (the "Company"). The Company was incorporated in Delaware on September 3, 2024, as a wholly-owned subsidiary of Bannix Acquisition Corp. ("Bannix"). Although the filing is under the name VisionWave Holdings, the financial statements reflect the historical operations of Bannix only, as the business combination with VisionWave Technologies Inc. ("VW Tech") closed on July 14, 2025, subsequent to the reporting period. The Company is classified as a non-accelerated filer, smaller reporting company, and emerging growth company.
Key Financial Metrics
| Metric | Three Months Ended March 31, 2025 | Six Months Ended March 31, 2025 | As of March 31, 2025 |
|---|---|---|---|
| Revenue | $0 | $0 | N/A |
| Operating Costs | $60,253 | $63,253 | N/A |
| Net Loss | $(60,253) | $(63,253) | N/A |
| Net Loss Per Share (Basic & Diluted) | $(60,253) | $(63,253) | N/A |
| Total Assets | N/A | N/A | $0 |
| Total Liabilities | N/A | N/A | $66,309 |
| Stockholders' Deficit | N/A | N/A | $(66,309) |
| Cash and Cash Equivalents | N/A | N/A | $0 |
| Net Cash Used in Operating Activities | N/A | $(44,500) | N/A |
| Net Cash Provided by Financing Activities | N/A | $44,500 | N/A |
Note: The filing indicates 1 share of common stock was issued and outstanding during the reporting period, resulting in a net loss per share equal to the total net loss.
Material Changes and Liquidity
The Company reported no revenue and incurred operating costs solely related to formation and administrative expenses. Total liabilities increased from $3,056 as of September 30, 2024, to $66,309 as of March 31, 2025, driven primarily by an increase in amounts due to related parties from $3,056 to $47,556 and the accrual of accounts payable of $18,753.
Liquidity Status: As of March 31, 2025, the Company had no cash and a working capital deficit of $66,309. The Company had no sources of funding other than funds obtained from related parties. Management identified substantial doubt about the Company's ability to continue as a going concern as of the balance sheet date. However, this risk was mitigated by a Funding Support Agreement with Stanley Hills, LLC (principal shareholder of VW Tech), committed to funding working capital needs for at least 12 months, and the subsequent closing of the business combination on July 14, 2025.
Guidance, Outlook, and Subsequent Events
The Company does not provide traditional financial guidance as it was a shell entity prior to the merger. However, significant subsequent events post-closing include:
- Financing: On September 11, 2025, the Company entered into a Letter Agreement with YA II PN, Ltd. for a $2,000,000 convertible promissory note (Second Note) and an additional $2,000,000 commitment (New Note). The Second Note carries a 6% interest rate (18% on default) and is convertible at the lower of $10.00 or 93% of the 5-day VWAP. The New Note carries a 12% interest rate and a $12.00 conversion price.
- Crypto Treasury Strategy: On September 26, 2025, the Company signed a Consulting Agreement with Crypto Treasury Management Group, LLC to establish a digital asset treasury reserve. The agreement contemplates a potential capital formation structure of up to $300 million, with allocations into Bitcoin and Solana. Fees include a $50,000 retainer, 17 Bitcoin success fee, and 250,000 shares of common stock.
- Board Compensation: Independent directors were appointed with annual cash retainers of $36,000 and equity grants valued at $60,000. Former director Eric Shuss elected to receive 6,556 shares of common stock valued at $150,000.
- Legal Proceedings: In September 2025, a shareholder filed a lawsuit seeking a declaration that they are not an affiliate of the Company. The Company is contesting this position, and the outcome is currently unestimable.
Investor Verification Checklist
- Going Concern Status: Verify the current cash position and the status of the Funding Support Agreement with Stanley Hills, LLC, given the zero cash balance at period end.
- Debt Obligations: Review the terms of the $4,000,000 in convertible notes issued in September 2025, specifically the amortization triggers, interest rates (6% and 12%), and conversion price floors.
- Crypto Treasury Execution: Confirm whether the proposed $300 million capital formation and crypto asset acquisition with CTMG has been executed, as this is contingent on regulatory approval and market conditions.
- Internal Controls: Note the disclosed material weakness in internal controls over financial reporting regarding complex financial instruments and fair value measurements as of March 31, 2025.
- Legal Contingencies: Monitor the status of the shareholder lawsuit filed in September 2025 regarding affiliate status.