UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May 30~~June 9, 2025

Bannix Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-40790		86-1626016
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite 210 # 301 Wilmington, DE.		19801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 305-4790

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BNIX	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	BNIXW	The Nasdaq Stock Market LLC
One Right to receive 1/10th of one share of Common Stock	BNIXR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

On ~~May~~June 259, 2025, ~~VisionWave Holdings Inc. (“VisionWave”), a wholly owned subsidiary of~~ Bannix Acquisition Corp. (the “Company”), entered into ~~three~~Amendment ~~deferment agreements with various creditors, including affiliated entities and former service providers~~No. ~~These~~1 ~~agreements were executed in support of the Company’s ongoing efforts~~ to ~~satisfy~~ the ~~liquidity~~Business ~~and~~Combination ~~alignment~~Marketing ~~requirements~~Agreement ~~necessary~~originally todated ~~complete~~September a10, ~~potential~~2021, ~~financing~~between ~~transaction. There is no guarantee that~~ the Company orand ~~VisionWave~~I-Bankers Securities, ~~will~~Inc. ~~successfully complete~~ (the ~~financing transaction~~“Advisor”).

~~Under~~Pursuant ~~the~~to ~~terms of~~ the ~~deferment agreements~~amendment, ~~VisionWave’s~~and ~~obligations totaling~~subject ~~approximately~~to ~~$3,023,195,~~the ~~consisting~~consummation of ~~(i)~~the ~~$2,019,200~~Company’s initial ~~owed~~business ~~to affiliated entities and insiders~~combination, ~~and~~the ~~(ii)~~Advisor’s ~~$1,003,995~~entitlement ~~owed~~ to ~~Evie~~ ~~Autonomous~~a ~~Ltd.~~fee ~~(“Evie”),~~equal ~~have~~to ~~been deferred in full~~3.5% ~~These~~of ~~amounts~~the ~~will~~gross ~~not~~proceeds ~~become~~from ~~payable~~the ~~until~~Company’s ~~any prepaid advance~~initial ~~issued~~public inoffering ~~connection~~will ~~with~~be ~~the~~modified ~~proposed~~as ~~financing transaction is repaid in full.~~follows:

~~These~~● ~~deferments~~$500,000 ~~reflect~~shall abe ~~coordinated~~paid ~~effort~~in ~~among~~cash, ~~stakeholders~~deferred tountil ~~prioritize VisionWave’s~~the ~~launch,~~later ~~operations,~~of ~~and~~(i) ~~capital~~twelve ~~market~~(12) ~~development~~months ~~following~~after ~~the~~ closing ofor (ii) the ~~proposed~~date ~~business~~when a key financing facility of the post-combination ~~with VisionWave~~company ~~Technologies~~is ~~Inc~~fully equitized.

No● ~~securities~~$1,300,000 ~~were~~shall ~~issued~~be paid in ~~connection~~shares ~~with~~of ~~these~~the ~~deferment~~post-combination ~~agreements, and~~company’s ~~VisionWave~~common ~~retains~~stock, ~~discretion~~calculated ~~regarding~~based on the ~~method~~30-day ~~and~~VWAP ~~timing~~immediately offollowing ~~any~~the ~~future~~closing ~~payments~~date. toThese ~~these~~shares ~~creditors,~~will be subject to piggyback registration rights and a lock-up that expires upon the ~~stated~~termination ~~conditions~~or full amortization of the referenced financing facility.

This amendment is consistent with previously disclosed efforts by the Company to work cooperatively with key transaction participants to reduce near-term cash obligations in connection with the closing of the business combination. A prior step in this effort was reported in the Company’s Form 8-K filed on May 30, 2025, which described the deferral of certain closing-related liabilities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 30, 2025
Dated: June 12, 2025
BANNIX ACQUISITION CORP.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Chief Executive Officer

Filing Compare · Bannix Acquisition Corp.