VWAV

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended June 30, 2025, for VisionWave Holdings, Inc. (formerly Bannix Acquisition Corp.). The filing reflects the historical operations of the SPAC prior to its business combination. On July 14, 2025, the Company completed a business combination with VisionWave Technologies, Inc. via a double-dummy merger structure. Consequently, the financial statements in this report do not include the operations of VisionWave Technologies, which will be consolidated beginning with the quarter ending September 30, 2025.

Key Financial Metrics

Note: The Company had no operating revenue during the period. Losses were driven by operating costs, excise tax penalties, and changes in warrant liability fair value, partially offset by interest income on the Trust Account.

Material Changes vs. Prior Period

• Net Loss Increase: Net loss for the three months ended June 30, 2025, increased to $(434,294) from $(153,104) in the same period in 2024. This was primarily due to a significant decrease in interest income on the Trust Account (from $200,064 to $6,000) and the recognition of excise tax interest/penalties ($59,193) and income tax interest/penalties ($20,246).
• Trust Account Depletion: Cash held in the Trust Account decreased from $3,749,377 at December 31, 2024, to $1,168,644 at June 30, 2025. This reduction resulted from significant shareholder redemptions ($2,573,762 in Q1 2025 and $972,722 payable from Q2 2025 redemptions) and withdrawals for tax payments.
• Liabilities: Total current liabilities increased to $6,292,192 from $5,424,612 in the prior year-end, driven by increases in accounts payable, income taxes payable, and excise tax payable.

Guidance, Outlook, and Risks

Business Combination Completion: The Company successfully closed its merger with VisionWave Technologies on July 14, 2025. Post-merger, the combined entity trades on Nasdaq under the symbols "VWAV" and "VWAVW".

Subsequent Financing:

• Short-Term Funding: On July 15, 2025, the Company issued convertible promissory notes totaling $354,200 principal to two unaffiliated investors.
• Standby Equity Purchase Agreement (SEPA): On July 25, 2025, the Company entered into a SEPA with YA II PN, LTD, allowing for the sale of up to $50 million of common stock. This includes a $5.0 million "Pre-Paid Advance" in the form of convertible notes.

Risks and Contingencies:

• Material Weakness in Internal Controls: Management identified a material weakness in internal controls over financial reporting related to the accounting for complex financial instruments, fair value measurements, and tax accruals. Disclosure controls were deemed ineffective as of June 30, 2025.
• Excise Tax Liability: The Company has accrued significant excise tax liabilities ($913,292) and associated interest/penalties ($177,806) related to share redemptions. The 2024 excise tax return has not been filed as of the report date.
• Liquidity: As of June 30, 2025, the Company had a working capital deficit of approximately $6.3 million. Liquidity was maintained through related party loans and deferred payment agreements, which are now being addressed post-merger.

Key Facts for Investor Verification

• Merger Status: Verify the post-merger capital structure and the trading status of VWAV on Nasdaq following the July 14, 2025 closing.
• Debt Obligations: Confirm the terms and repayment schedules of the new $354,200 convertible notes and the $5.0 million SEPA Pre-Paid Advance.
• Internal Controls: Review the remediation plan for the identified material weakness in financial reporting controls to assess future reporting reliability.
• Tax Compliance: Monitor the filing status of the 2024 excise tax return and the payment of accrued penalties to avoid further financial impact.
• Executive Compensation: Note the new employment agreements signed in August 2025 with significant equity grants (4.5 million options total) and performance-based salary increases tied to revenue milestones.