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): December 2, 2024

Bannix Acquisition Corp.

 (Exact Name of Registrant as Specified in its Charter)

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:

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

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

Bannix Acquisition Corp. (the “Company”) is pleased to announce that, on December 2, 2024, the Nasdaq Hearings Panel (the “Panel”) granted the Company’s request for an exception to the Nasdaq Listing Rule IM-5101-2 to allow continued listing on The Nasdaq Stock Market LLC (“Nasdaq”).

The Company has been granted an extension until March 12, 2025, to complete its previously announced business combination with VisionWave Holdings Inc. The Panel’s decision follows the Company’s presentation of its compliance plan, which includes finalizing the merger with VisionWave Holdings Inc. The Company is actively working toward obtaining shareholder approval and satisfying all conditions for the completion of the transaction.

The Panel’s decision ensures that the Company’s securities will remain listed on Nasdaq during the extension period, provided that the Company complies with the conditions outlined in the Panel’s decision.

The Company remains committed to completing the transaction and maintaining compliance with Nasdaq’s listing standards.

Forward-looking statements in this report involve risks and uncertainties, and actual results could differ materially

Forward Looking Statements

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance of the Company. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such statements may include, but are not limited to, statements regarding the Company’s compliance with Nasdaq listing standards and the continued listing and trading of the Company’s securities. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company, are inherently uncertain.

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.