UNITED
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In anticipation of the closing of the business combination between Bannix Acquisition Corp. (“Bannix”) and VisionWave Technologies, Inc., and the formation of VisionWave Holdings, Inc. as the post-combination public entity, Bannix wishes to update the market on the anticipated composition of the Board of Directors and its standing committees of VisionWave Holdings, Inc.
As previously disclosed in Bannix’s Current Report on Form 8-K filed on May 22, 2025 (https://www.otcmarkets.com/filing/html?id=18491685&guid=6wi-kq3bRvjSJth), VisionWave Holdings, Inc. is expected to have the following five directors post-closing:
| ● | Douglas Davis |
| ● | Noam Kenig |
| ● | Eric T. Shuss |
| ● | Chuck Hansen |
| ● | Haggai Ravid |
The following committee structure has been finalized and will be implemented at or immediately following the consummation of the business combination. Each of these committees will be comprised of directors who satisfy the independence standards under applicable Nasdaq and the SEC rules. Douglas Davis and Noam Kenig are considered to be the non-independent members of the Board.
Audit Committee
| ● | Haggai Ravid (Chair) |
| ● | Chuck Hansen |
| ● | Eric T. Shuss |
Compensation Committee
| ● | Eric T. Shuss (Chair) |
| ● | Haggai Ravid |
| ● | Chuck Hansen |
Nominating and Corporate Governance Committee
| ● | Eric T. Shuss (Chair) |
| ● | Haggai Ravid |
| ● | Chuck Hanson |
An additional Current Report on Form 8-K will be filed upon the closing of the business combination to confirm the official appointment and effectiveness of these committees.
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: June 13, 2025 | ||
| BANNIX ACQUISITION CORP. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Chief Executive Officer | |