VisionWave Holdings, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. Management’s Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. accepted accounting principles. Our management, including the Chief Executive Officer and Chief Financial Officer, 39 does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected and such evaluation is subject to the risks discussed in item 1A – Risk Factors of this Report. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment using the above criteria, management concluded that the Company maintained ineffective internal control over financial reporting as of September 30, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2025, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. Notwithstanding the identified material weaknesses, discussed below, management, including the certifying officers, believes that the financial statements contained in this Report filing fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP. Changes in Internal Control over Financial Reporting During the last fiscal year, there have been no changes except as noted above in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are in the early stages of designing and implementing a plan to remediate the material weaknesses identified. . Our plan includes the below: ● Designing and implementing a risk assessment process supporting the identification of risks. ● Implementing systems and controls to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues and preparing and reviewing accounting memoranda addressing these issues. ● Improving our internal control policies and procedures to specifically address controls around segregation of duties, cybersecurity, user access reviews, and changes in management. ● Hiring additional experienced accounting, financial reporting and internal control personnel and changing roles and responsibilities of our personnel as we transition to being a public company and are required to comply with Section 404 of the Sarbanes-Oxley Act (“ Section 404 ”). We are in the process of hiring additional resources and we are engaging with a third-party consulting firm to assist us with our formal internal control plan and to provide accounting services related to complex accounting transactions. ● Implementing controls to enable an effective and timely review of period-end close procedures. ● Implementing controls to enable an accurate and timely review of accounting records that support our accounting processes and maintain documents for internal accounting reviews. Item 9B. Other Information During the quarter ended September 30, 2025, no director or officer adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 40 PART III Item 10. Directors, Executive Officers, and Corporate Governance; Our directors hold office until their successors are elected and qualified, or until their deaths, resignations or removals. Our executive officers hold office at the pleasure of our board of directors, or until their deaths, resignations or removals. As of the date hereof, our current directors and executive officers and their ages are: Name Age Title Douglas Davis 66 Executive Chairman of the Board of Directors and Interim Chief Executive Officer Eric T. Shuss 58 Director Erik Klinger 55 Chief Financial Officer Danny Rittman 62 Chief Technology Officer Chuck Hansen 68 Director Haggai Ravid 64 Director Judit Nagypal 56 Director Atara Dzikowski 52 Director Douglas Davis is a seasoned executive with management experience across many areas including M&A, capital raising, sales and business development. Since 2001, Mr. Davis has served as the Managing Partner of CoBuilder, Inc., a consulting organization providing services for large and small corporate entities associated with increasing efficiencies, including increasing market penetration, revenues and profit; also, from 2008 to 2018, Mr. Davis served as the CEO of BitSpeed LLC, an extreme file transfer software solution. In addition, from July 2018 to April 2020 Mr. Davis served as the Chief Executive Officer of GBT Technologies, Inc. Mr. Davis received an AB Political Science from Stanford University and an MBA (Concentration in Finance and Strategic Management) from UCLA Anderson Graduate School of Management. Mr. Davis is a manager of Instant Fame LLC. VisionWave believes that Mr. Davis’s broad entrepreneurial, financial, and business expertise and his experience with micro-cap public companies and his role as Co-Chairman give him the qualifications and skills to serve as a director. Eric T. Shuss has extensive knowledge and expertise in growing and running high-tech companies, from start-ups to thriving ongoing ventures. Over his 35-year career, he has worked at mid-to-large companies as a Senior Industry Analyst, Managing Consultant, Director of Information Systems, Director of Operations, CEO, COO, Vice President, and President. These roles have been within high-profile businesses in AI and Robotics, I.T./ERP sales and consulting firms, high-tech manufacturers, Telecomm, retail operations, and distributors. Most recently, from May 2019 until present, Mr. Shuss has served as a Senior Industry Analyst for Avantiico representing the company in all customer and partner interactions for its professional services practice. Prior to his current role, Mr. Shuss, managed and owned a consulting business, Peryton Systems, from April 2016 to May 2019 which was an independent consulting firm engaged to facilitate the commercialization of innovative technologies in Artificial Intelligence, VR/AR, ERP, Supply Chain and Logistics. Mr. Shuss has also held various other roles including Senior Industry Analyst/Presales for Hitachi Corporation. Mr. Shuss is an author and futurist who serves on several advisory boards and has a keen understanding of technology and can see the big picture to find ways for people to access and benefit from technology, which is the key to his success. Mr. Shuss attended California State University Long Beach studying Computer Science. VisionWave believes that Mr. Shuss’s broad entrepreneurial, financial, and business expertise and his experience with micro-cap public companies give him the qualifications and skills to serve as a director. Erik Klinger serves as Chief Financial Officer for the Company. Mr. Klinger’s recent work has focused on providing advisory services to growing companies that have significant recurring revenues, including providing advice on mergers and acquisitions and fractional CFO services to those companies. From 2020-2023, Mr. Klinger was the CEO of CIMfinity, which provides enhanced distribution for M&A deals in certain industries that have stalled or are slow-moving, and from 2016-2020 Mr. Klinger was the Chief Financial Officer and Head of Corporate Development of Gopher Protocol Inc., an OTCQB company. As an investment banker, he sold a business engaged in healthcare software in 2012, and then served as an advisor to that company from 2013-2016. From 2003-2011, 41 Mr. Klinger was co-founder and Chief Executive Officer of Mindshift Partners, which provided CFOs and Controllers for publicly-traded and privately-held companies. Prior to those experiences, Mr. Klinger worked in private equity, with a focus on leveraged buyouts. From 1992 to 1997, Mr. Klinger worked at Andersen Consulting and then at Price Waterhouse. Mr. Klinger earned a Bachelor’s Degree from Dartmouth College and an MBA in Finance from the Anderson School of Management at UCLA. VisionWave believes that Mr. Klinger’s broad entrepreneurial, financial, and business expertise and his experience with micro-cap public companies and his role as Chief Financial Officer give him the qualifications and skills to serve as a director. Noam Kenig served as the Chief Executive Officer of VisionWave Technologies Inc., spearheading the development of innovative ventures in defense and homeland security with a strong emphasis on integrating cutting-edge AI technologies into the defense sector. With over 20 years of experience, Noam has a proven track record of transforming innovative ideas into successful and sustainable companies. Prior to his role at VisionWave, Mr. Kenig founded and served as the CEO of AerialX Drone Solutions Inc. from 2012 to 2024, specializing in proprietary drone solutions tailored for military and homeland security applications. Under his leadership, AerialX emerged as a global leader in unmanned aerial systems, forging strategic partnerships with major defense companies and militaries worldwide. From 2015 to 2024, Mr. Kenig also founded and served as the CEO of Viooa Imaging Technologies Inc., leading the development of revolutionary imaging devices integrating proprietary AI technologies and event-based sensors. Viooa’s groundbreaking innovations received approvals from prestigious militaries and defense organizations globally, with applications in cutting-edge threat detection technologies. Additionally, from 2006 to 2024, Mr. Kenig co-founded and served as the CEO of ReStoring Data Inc., recognized as Canada’s premier award-winning data recovery and digital forensics company. Noam Kenig’s exceptional leadership is demonstrated by his success in building and scaling companies, supported by an extensive portfolio of patents that highlight his significant impact and contributions to the technology and security sectors. He continues to drive companies from initial concepts to operational success. Mr. Kenig was studying for his Bachelor of Science degree in Computer Science & Engineering alongside business studies at CSUN, further enriching his expertise in technology and entrepreneurship. VisionWave believes that Mr. Kenig’s broad entrepreneurial, financial, and business expertise and his experience with micro-cap public companies and his role as Chief Executive Officer give him the qualifications and skills to serve as a director. Noam Kenig resigned on December 29, 2025. Danny Rittman is a seasoned computer scientist and technology entrepreneur with over 25 years of experience. Rittman previously served as the CTO of GBT Technologies Inc., a company specializing in IoT and AI technologies. Rittman began his career in the Israeli Defense Forces as a software developer, later contributing to Motorola’s development of the first GSM cellular phone. He founded RIT Technologies in 1996, a network monitoring solutions provider that went public on NASDAQ. He also held roles as CTO and VP of Marketing at a smart-chip design company, leading product launches and software tool development. Since 2012, Rittman has been a Senior Integrated Circuit Design Consultant, managing teams in the mobile technology sector. He also founded Infiniti Technologies, developing advanced mobile and web applications. Rittman holds a Bachelor’s in Computer Science from Bar-Ilan University, an MBA from Tel Aviv University, and a PhD in Computer Science from LaSalle. Chuck Hansen is a pioneer in federal, state, and local government information technology sales, marketing, operations, and finance. With over four decades of building companies from investment start-up to exit, Mr. Hansen currently serves as the Chairman & CEO of Electro Scan Inc., a cleantech supplier of machine-intelligent underground pipe assessment technologies. Mr. Hansen is the holder of 19 patents in the U.S. and abroad and has won complex product certifications from several of the world’s leading multi-national corporations, including Saudi Aramco. An FAA certified Instrument-Rated Pilot, Mr. Hansen is also certified to fly Small Unmanned Aircraft Systems (FAA Part 107). Mr. Hansen is currently a member of the Limited Partner Advisory Committee and Investment Board Member with Folsom, California-based Moneta Ventures where he helps assess AI, machine learning, robotics, SaaS, and supply chain investment opportunities. Prior to founding numerous companies, Mr. Hansen served as Chief Financial Officer of the Pacific School of Religion, the oldest graduate school of theology on the West Coast, reporting directly to the Board of Directors, and as Senior Accountant with Arthur Anderson & Co., working in the Oakland and San Francisco offices on auditing company financial statements, SEC registration statements, mergers, and acquisitions. Mr. Hansen holds a BS from University of California, Berkeley and an MBA from UCLA Anderson. VisionWave believes that Mr. Hansen’s broad entrepreneurial, financial, and business expertise and his experience with micro-cap public companies give him the qualifications and skills to serve as a director. 42 Haggai Ravid has over three decades of experience in global finance, investment banking, and strategic advisory roles. From December 2022 to December 2024, Mr. Ravid served as the Chief Financial Officer of Seamless Group Inc. (NASDAQ: CURR), where he was instrumental in preparing and approving SEC filings, including S-4, S-1, and Super 8-K forms, as well as interfacing with boards and negotiating promissory notes and investment bank agreements in connection with a de-SPAC transaction. Prior to that, Mr. Ravid was the CEO of Cukierman & Company Investment House Ltd., one of Israel’s leading cross-border advisory firms, from 2006 to 2022. During his tenure, he led strategic M&A transactions and capital raises totaling over $5 billion, managed multi-sector departments including TMT, Fintech, Healthcare, and Energy, and lived in Shanghai from 2015 to 2018 to oversee the firm’s China operations. His leadership included organizing major investment conferences in Shanghai, Hong Kong, Foshan, and Jinan, and he was honored as an Honorary Citizen of Changzhou in 2015 for his role in developing a technology park. Earlier in his career, Mr. Ravid held executive and partnership roles at MBI in Tel Aviv, Twin Triangle Financial in Los Angeles, and served as a loan officer and credit committee member at Bank Leumi’s Los Angeles office. He holds an MBA from Rutgers University and a Bachelor’s degree from the Hebrew University. VisionWave believes that Mr. Ravid’s extensive leadership experience, deep financial expertise, and global investment banking background give him the qualifications and skills to serve as a director. Judit Nagypal is a transformational leader with extensive experience in technology partnerships, human resources leadership, and international operations across Europe and beyond. From 2013 to 2023, she held various senior roles at Microsoft, including Partner Acquisition Lead for Western Europe (2019-2023), Tech Partner GTM Lead for Western Europe (2016-2018), Tech Partner Acquisition Lead for Central and Eastern Europe (2015-2016), and HRD Leadership Development and Talent Management for Central and Eastern Europe (2013-2015). Prior to Microsoft, she served as HR and Communications Director for AXA Group’s CEE Region (2012), People & Organization Director for Kraft Biscuits Europe (2008-2010), Human Resources Director for Danone Group’s Győri Keksz Ltd. (2003-2007), Human Resources Manager for Coca-Cola Hungary, Czech Republic & Slovakia (1998-2003), and Talent Acquisition Manager for Coca-Cola Central Europe Division Office (1997-1998). Ms. Nagypal holds a Master’s degree in Economic Sciences (Marketing major) from Budapest University of Economics, a Law degree from Eötvös Loránd University, and a Postgraduate Diploma in HR Management from Middlesex University. Atara Dzikowski has served as Co-Founder of Plydo, a generative AI platform for e-commerce creation and management, since 2025, where she developed the product framework, user experience model, go-to-market concept, international entity structure, and intellectual property management. Since 2024, she has provided business development consulting, steering European market expansion for clean-tech companies and offering strategic guidance to CEOs and founders on scaling, market development, and commercial growth. From 2017 to the present, Ms. Dzikowski has been Co-Founder, CEO, and Director of Samsara Luggage, a direct-to-consumer brand, where she managed the company as a publicly listed U.S. entity under SEC regulations, later transitioning it to private ownership; founded and scaled the brand internationally; raised capital; built collaborations with Apple, T-Mobile, and Tommy Bahama; directed marketing strategies; prepared public financial reports; created alternative revenue streams during COVID-19; and oversaw multinational teams and global operations. From 2013 to 2019, she served as Director of the Friends Organization at the Tel Aviv Museum of Art, establishing the organization, developing fundraising systems, cultivating donor relationships, implementing PR strategies, and founding “TAMA Young,” a next-generation supporters’ circle. From 2013 to 2017, Ms. Dzikowski was Founder and CEO of Design Boxes, House for Young Designers, supporting emerging Israeli designers, leading product development and B2B distribution, and building partnerships across finance, real estate, and retail sectors. From 2009 to 2013, she was Director of Development and Public Affairs at Shenkar College of Engineering, Design and Art, establishing the development framework, securing major donations, coordinating the Board of Governors, managing national-level initiatives with the Knesset and Office of the President of Israel, and directing fundraising events. From 2007 to 2009, Ms. Dzikowski served as Director of Development and Marketing at Israel Venture Network (IVN), leading fundraising for a social impact investment fund, expanding member networks, and supporting portfolio organizations. From 2003 to 2007, she was Executive Director, East Coast Region, at the FIDF Foundation in New York, managing large-scale fundraising operations, staff, budgets, and donor relations across the U.S. East Coast. From 1996 to 2003, Ms. Dzikowski held roles in television news, including Assignment Editor at Channel 2 News (now Channel 12), supervising newsroom operations and communications with government and military institutions, and Foreign News Producer at Channel 1 News (now Kan 11), producing international coverage and coordinating foreign reporting. Ms. Dzikowski holds a Master of Public Administration (MPA) from Clark University (1999) and a Bachelor of Arts in Communications & Management from the Israel College of Management (1997). She is a member of the Board of the Young Friends of the Tel Aviv Museum of Art and the Board of Thelma Yellin School of Arts. 43 Family Relationships There are no family relationships among any of our executive officers and directors. Corporate Governance Board of Directors and Board Committees Our stock (symbol: VWAV) is listed on the NASDAQ Global Market. Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s board of directors. In addition, applicable NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable NASDAQ rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Our board of directors currently consists of 5 members. Our board of directors has determined that Eric Shuss, Chuck Hansen and Haggai Ravid qualify as independent directors in accordance with the NASDAQ Global Market, or NASDAQ listing requirements. Nasdaq’s independence definition includes a series of objective tests, such as that the director is not, and has not been for at least 3 years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by NASDAQ rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us regarding each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers. As required under NASDAQ rules and regulations and in expectation of listing on NASDAQ, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. Board Leadership Structure and Board’s Role in Risk Oversight Douglas Davis is the Executive Chairman. The Chairman has authority, among other things, to preside over the Board meetings and set the agenda for the Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board. We currently believe that separation of the roles of Chairman and Chief Executive Officer ensures appropriate oversight by the Board of our business and affairs. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board may periodically review its leadership structure. Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal source of risk falls into two categories, financial and product commercialization. The audit committee oversees management of financial risks; our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. The Board regularly reviews plans, results and potential risks related to our system-wide restaurant growth, brand awareness and menu offerings. Our Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company. Committees of the Board of Directors The Board of Directors has already established an audit committee (the “Audit Committee”), a Compensation Committee (the “Compensation Committee”) and a Nominating and Corporate Governance Committee (“Governance Committee”). The composition and function of each committee are described below. 44 Audit Committee The Audit Committee has three members, including Messrs. Shuss, Hansen and Ravid. Mr. Ravid serves as the chairman of the Audit Committee and satisfies the definition of “audit committee financial expert”. Our audit committee is authorized to: ● approve and retain the independent auditors to conduct the annual audit of our financial statements; ● review the proposed scope and results of the audit; ● review and pre-approve audit and non-audit fees and services; ● review accounting and financial controls with the independent auditors and our financial and accounting staff; ● review and approve transactions between us and our directors, officers and affiliates; ● recognize and prevent prohibited non-audit services; and ● establish procedures for complaints received by us regarding accounting matters; oversee internal audit functions, if any. Compensation Committee The Compensation Committee has three members, including Messrs. Shuss, Hansen and Ravid. Mr. Hansen serves as the chairman of the Compensation Committee. Our Compensation Committee is authorized to: ● review and determine the compensation arrangements for management; ● establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; ● administer our stock incentive and purchase plans; and ● review the independence of any compensation advisers. Nominating and Corporate Governance Committee The Governance Committee has three members, including Messrs. Shuss, Hansen and Ravid. Mr. Shuss serves as the chairman of the Governance Committee. The functions of our Governance Committee, among other things, include: ● identifying individuals qualified to become board members and recommending director; ● nominees and board members for committee membership; ● developing and recommending to our board corporate governance guidelines; ● review and determine the compensation arrangements for directors; and ● overseeing the evaluation of our board of directors and its committees and management. Our goal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience. 45 Business Development Committee On December 8, 2025, the Board established a Business Development Committee of the Board and adopted a written charter for the committee (the “Charter”). The Business Development Committee is tasked with assisting the Board in identifying, evaluating, and developing strategic business development opportunities, including mergers, acquisitions, joint ventures, strategic partnerships, licensing arrangements, and other growth initiatives. The Board appointed Ms. Nagypal and Ms. Dzikowski, each independent directors of the Company, as the initial members and Ms. Dzikowski shall serve as the Chairperson of the Business Development Committee. As consideration for serving as Chairperson Business Development Committee, Ms. Dzikowski receives $120,000 in cash and $60,000 in shares of common stock half of which vests upon commencing service and half of which vests on the six month anniversary. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee, at any time, has been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers on our Board of Directors or Compensation Committee. For a description of transactions between us and members of our Compensation Committee and affiliates of such members, please see “Certain Relationships and Related Party Transactions”. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers responsible for financial reporting. Family Relationships There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer. Involvement in Certain Legal Proceedings To our knowledge, during the last ten years, none of our directors and executive officers has: ● Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. To our knowledge, none of our directors and executive officers has at any time been subject to any proceedings: 46 ● that were initiated by any regulatory, civil or criminal agency ● in which claims alleging fraud were asserted and seeking damages in excess of $100,000 Code of Ethics We have adopted a Code of Business Conduct and Ethics Policy (the “Code of Ethics”) that applies to all directors and officers, which is available upon request. The Code of Ethics describes the legal, ethical and regulatory standards that must be followed by the directors and officers of the Company and sets forth high standards of business conduct applicable to each director and officer. As adopted, the Code of Ethics sets forth written standards that are designed to deter wrongdoing and to promote, among other things: ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● compliance with applicable governmental laws, rules and regulations; ● the prompt internal reporting of violations of the Code of Ethics to the appropriate person or persons identified in the code; and ● accountability for adherence to the Code of Ethics. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended September 30, 2025 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with. Equity Award Grant Practices Equity awards are made by the Compensation Committee, are discretionary and are not granted to executive officers and employees at any specific time in the year. In July 2025 the Board adopted a Policy on Granting Equity Awards (“Equity Policy”). Under the Equity Policy, awards to employees shall be made on a date when the Company’s insider trading window is “open” (i.e., when the Company is not in possession of material non-public information), and which is at least five business days after the most recent release of the Company’s quarterly or annual earnings, or Form 8-K Current Report that discloses material non-public information. With respect to grants made to executive officers, and new hires who will become executive officers the Company shall not grant and/or price of stock options or other incentive securities under any securities-based compensation arrangement of the Company during the period beginning four (4) business days before and ending one (1) business day after the filing by the Company of a Form 10-Q Quarterly Report, Form 10-K Annual Report or Form 8-K Current Report that discloses material non-public information (other than a current report on Form 8–K disclosing a material new option award grant under Item 5.02I of that form). Grants of stock options to new hires (other than those who will become Section 16 officers), will not be subject to the same restrictions but will be made on the later of the date of approval of the grant by the Compensation Committee and the date of commencement of employment. Annual grants of equity awards to members of the Board shall be effective within three business days after the date of the Annual Stockholders Meeting at which such Director is elected or re-elected (subject that being in an open period in accordance with the previous paragraph). For Directors appointed other than at an Annual Stockholders Meeting, initial grants of equity awards shall be effective on the date the Director is appointed (subject that being in an open period in accordance with the previous paragraph). In each case where applicable, the exercise/grant price for an award will be equal to the closing market price of our common stock on the grant date. 47 Item 11. Executive Compensation The below table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to (i) all individuals serving as the Company’s principal executive officers or acting in a similar capacity during the last completed fiscal year, regardless of compensation level, and (ii) the Company’s two most highly compensated executive officers other than the principal executive officers serving at the end of the last completed fiscal year (collectively, the “Named Executive Officers”). SUMMARY COMPENSATION TABLE Salary Bonus Option Awards Non-Equity Incentive Plan Compensation All Other Compensation Total Name and Title Year ($) ($) ($) ($) ($) ($) Noam Kenig 2025 37,500 — 9,388,906 — — 9,426,406 Chief Executive Officer (1) 2024 — — — — — — Doug Davis 2025 157,500 — 9,388,906 — — 9,546,406 Executive Chairman 2024 240,000 — — — — 240,000 Erik Klinger 2025 65,000 — — — — 65,000 Chief Financial Officer 2024 115,000 — — — — 115,000 Danny Rittman 2025 30,000 — 2,347,226 — — 2,377,226 Chief Technology Officer 2024 — — — — — — David Allon 2025 10,000 — 2,981,766 — — 2,991,766 Chief Operating Officer 2024 — — — — — — Elad Shoval 2025 10,000 — 2,981,766 — — 2,991,766 Chief Revenue Officer 2024 — — — — — — Jez Williman 2025 10,000 — 1,490,883 — — 1,500,883 Senior Systems Engineer 2024 — — — — — — (1) Resigned on December 29, 2025. Compensation Recovery Policy On May 29, 2025, the Board of the Company adopted the Compensation Recovery Policy (the “Policy”). The Policy was adopted to comply with the requirements of Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and Rule 5608 of the Nasdaq Listing Rules. The Policy provides for the recovery of certain incentive-based compensation received by current and former executive officers of the Company in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Employment Agreements August 6, 2025 Agreements On August 6, 2025, the Company entered into employment agreements with Douglas Davis (Executive Chairman), Noam Kenig (Chief Executive Officer), and Danny Rittman (Chief Technology Officer) (collectively, the “August Executives”). Each agreement has an initial three-year term commencing August 6, 2025, with automatic one-year renewals unless terminated with at least 30 days’ prior written notice. On December 29, 2025, Mr. Kenig resigned as Chief Executive Officer and as a member of the Board of Directors of the Company, effective immediately for personal reasons. Mr. Kenig's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. As a result of Mr. Kenig’s resignation Mr. Kenig’s Employment Agreement was terminated. Mr. Davis was appointed as Interim Chief Executive Officer. Under the employment agreement, Mr. Davis receives an initial base salary of $150,000 annually, increasing to $300,000 upon the Company achieving $3 million in revenue in any 90-day period and to $600,000 upon achieving $6 million in such a period, with further adjustments to fair market rates thereafter. Mr. Rittman receives an initial base salary of $120,000 annually, increasing to $240,000 upon $3 million in revenue in any 90-day period and to $360,000 upon $6 million in such a period, with further adjustments to fair market rates. Mr. Davis and Mr. Kenig are each eligible for an annual performance bonus targeted at 2% of the Company’s net income as reflected in its SEC-filed financial statements. 48 The August Executives are entitled to four weeks of paid vacation annually, participation in the Company’s benefit plans (including medical, dental, vision, disability, life insurance, and 401(k)), and reimbursement of reasonable business expenses. Upon termination without cause or resignation for good reason, each is entitled to severance equal to the greater of $600,000 or two times their then-current base salary, payable within six months and subject to execution of a general release. In the event of a change in control followed by termination within three months, all outstanding equity awards vest immediately and severance becomes payable. The agreements include standard provisions for termination for cause, death, disability, or without good reason, with limited payments in such cases. Each August Executive also entered into a Proprietary Information, Inventions Assignment, Non-Solicitation, and Non-Competition Agreement, as well as a Mutual Agreement to Arbitrate. Pursuant to these agreements and the 2025 Omnibus Equity Incentive Plan (the “Plan,” subject to shareholder approval), the Company granted nonstatutory stock options to Mr. Davis and Mr. Kenig to purchase 2,000,000 shares each and to Mr. Rittman to purchase 500,000 shares. Mr. Kenig’s options were terminated upon his resignation. Each option has an exercise price of $7.20 per share (fair market value on the grant date), vests in twelve equal quarterly installments over four years commencing on the date of shareholder approval of the Plan, is exercisable for five years from the grant date, and permits cashless exercise. The grants are contingent upon shareholder approval of the Plan; if not approved, they become null and void. September 2, 2025 Agreements On September 2, 2025, the Company entered into employment agreements with Elad Shoval (Chief Revenue Officer), David Allon (Chief Operating Officer), and Jaz Williman (Senior Systems Engineer – UGV) (collectively, the “September Executives”). Each agreement has an initial three-year term commencing September 2, 2025, with automatic one-year renewals unless terminated with at least 30 days’ prior written notice. Under these agreements, Mr. Shoval and Mr. Allon each receive an initial base salary of $120,000 annually, increasing to $240,000 upon the Company achieving $10 million in revenue in any 90-day period and to $360,000 upon achieving $60 million in such a period, with further adjustments to fair market rates thereafter. Mr. Williman receives an initial base salary of $120,000 annually, increasing to $200,000 upon $10 million in revenue in any 90-day period and to $300,000 upon $60 million in such a period, with further adjustments to fair market rates. Mr. Shoval is eligible for an annual performance bonus targeted at 0.05% of the Company’s net revenue as reflected in its financial statements, Mr. Allon at 0.5% of net income, and Mr. Williman at 0.35% of net income. The benefits, severance, change-in-control, and other termination provisions for the September Executives are identical to those for the August Executives. Each September Executive also entered into a Proprietary Information, Inventions Assignment, Non-Solicitation, and Non-Competition Agreement, as well as a Mutual Agreement to Arbitrate. Pursuant to these agreements and the Plan (subject to shareholder approval), the Company granted non-statutory stock options to Mr. Shoval and Mr. Allon to purchase 500,000 shares each and to Mr. Williman to purchase 250,000 shares. Each option has an exercise price of $9.09 per share (fair market value on the grant date), with vesting, exercisability, and contingency terms identical to those for the August Executives’ options. Grant of Plan-Based Awards During the calendar year ended September 30, 2025, the following grants were made to named executive officers: ● the Company granted non-statutory stock options to Mr. Davis and Mr. Kenig to purchase 2,000,000 shares each and to Mr. Rittman to purchase 500,000 shares. Each option has an exercise price of $7.20 per share (fair market value on the grant date), vests in twelve equal quarterly installments over four years commencing on the date of shareholder approval of the Plan, is exercisable for five years from the grant date, and permits cashless exercise. The grants are contingent upon shareholder approval of the Plan; if not approved, they become null and void. Mr. Kenig’s option was terminated as a result of Mr. Kenig’s resignation. ● the Company granted non-statutory stock options to Mr. Shoval and Mr. Allon to purchase 500,000 shares each and to Mr. Williman to purchase 250,000 shares. Each option has an exercise price of $9.09 per share (fair market value on the grant date), with vesting, exercisability, and contingency terms identical to those for the August Executives’ options. 49 There were no other grants of plan-based awards or common stock options, to other named executive officers during the years ended September 30, 2025 and 2024. Outstanding Equity Awards to Executive Officers The following table sets forth information with respect to outstanding equity awards held by our named executive officers as of September 30, 2025 Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date (a) (b) (c) (d) (e) (f) Noam Kenig (1) 2,000,000 — — 4.85 8/6/2030 Doug Davis 2,000,000 — — 4.85 8/6/2030 Danny Rittman 500,000 — — 4.85 8/6/2030 David Allon 500,000 — — 4.92 9/2/2029 Elad Shoval 500,000 — — 4.92 9/2/2029 Jez Williman 250,000 — — 4.92 9/2/2029 (1) Mr. Kenig resigned December 29, 2025 Option Exercises and Stock Vested Table No named executive officer exercised any stock options or had any stock awards vest during the fiscal year ended September 30, 2025. All stock options granted to the named executive officers in August and September 2025 remain unvested as of September 30, 2025, with vesting commencing only upon shareholder approval of the 2025 Omnibus Equity Incentive Plan. Compensation of Directors Fiscal Year Ended September 30, 2025 Name Fees Earned or Paid in Cash ($$ ) Stock Awards ( $$) (1) Option Awards ($$ ) Non-Equity Incentive Plan Compensation ( $$) All Other Compensation ($$ ) Total ( $$) Douglas Davis (2) — — — — — — Noam Kenig (2) — — — — — — Eric Shuss 6,000 60,000 — — — 66,000 Chuck Hansen 9,333 60,000 — — — 69,333 Haggai Ravid 9,333 60,000 — — — 69,333 Judit Nagypal — — — — — — Atara Dzikowski — — — — — — (1) Amounts reflect the grant-date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718. On or about September 9, 2025, each of Messrs. Shuss, Hansen, and Ravid received 5,245 shares of restricted common stock with a grant-date fair value of $60,000, vesting in full after one year of service. (2) Messrs. Davis and Kenig are named executive officers and do not receive any additional compensation for their service as directors. Their compensation is fully reflected in the Summary Compensation Table. Mr. Kenig resigned December 29, 2025. 50 During the fiscal year ended September 30, 2025, independent directors Eric Shuss, Chuck Hansen, and Haggai Ravid, who joined the Board in August 2025, each accrued prorated cash retainers of $6,000 (representing prorated payment of the $36,000 annual retainer) and received an annual equity award of restricted stock valued at $60,000 (5,245 shares each). Further, Chuck and Hansen each accrued committee chair fees of $3,333. Judit Nagypal and Atara Dzikowski were appointed to the Board after the fiscal year-end, on November 26, 2025, and December 8, 2025, respectively, and received no compensation during the fiscal year ended September 30, 2025. Ms. Dzikowski’s additional compensation for serving as Chairperson of the Business Development Committee (established December 8, 2025) will be reflected in future periods. The Company reimburses all directors for reasonable out-of-pocket expenses incurred in connection with Board service. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information as of December 30, 2025, as to each person or group who is known to us to be the beneficial owner of more than 5% of our outstanding voting securities and as to the security and percentage ownership of each of our executive officers and directors and of all of our officers and directors as a group. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of Common Stock shown as beneficially owned by the stockholder. Shares of Common Stock that are currently exercisable or convertible within 60 days of December 30, 2025 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the address of each stockholder is c/o VisionWave Holdings, Inc. at 300 Delaware Avenue, Suite 210 #301, Wilmington, Delaware 19801. The beneficial ownership of VisionWave’s Common Stock is based on 15,016,603 shares of Common Stock issued and outstanding immediately following consummation of the Business Combination. References to “common stock” in the table below and its related footnotes are to the VisionWave’s Common Stock. Name and Address of Beneficial Owner (1) Number of Shares Percentage of Class Douglas Davis (1)(6) ^ 484,000 3.22 % Eric T. Shuss (1)^ 11,801 * Chuck Hansen (1)^ 5,245 * Haggai Ravid (1)^ 5,245 * Judit Nagypal (1)^ 3,448 * Erik Klinger (1) ^ — * Danny Rittman (1)(8) ^ — * GBT Tokenize Corp. 8557 W. Knoll West Hollywood, CA 90069 (2) 897,102 5.97 % GBT Technologies, Inc. 8557 W. Knoll West Hollywood, CA 90069 (3) 2,020,500 13.46 % Magic International Argentina FC S.L. Calle Isla Formentera 135 EL Casar, Guadalajara, Spain (4) 2,020,500 13.46 % Stanley Hills LLC 164 N. Stanley Beverly Hills, CAL 90211 (5) 4,041,398 26.91 % Highbridge Capital Management, LLC (9) 277 Park Avenue, 23rd Floor New York, New York 10172 (7). 950,114 6.33 % Goldman Sachs & Co. LLC (9) 200 West Street New York, New York 10282 798,260 5.32 % * Less than 1%. 51 ^ Executive officer and/or director of VisionWave Holdings, Inc. (1) The business address of each of the individuals is c/o VisionWave Holdings Inc., 300 Delaware Ave., Suite 210 # 301, Wilmington, DE 19801. (2) Michael Murray exercises sole voting and dispositive power with respect to the shares held by GBT Tokenize Corp. (3) Mansour Khatib and Michael Murray exercises sole voting and dispositive power with respect to the shares held by GBT Technologies Inc. (4) Sergio Fridman exercises sole voting and dispositive power with respect to the shares held by Magic International Argentina FC S.L. (5) Anat Attia exercises sole voting and dispositive power with respect to the shares held by Stanley Hills, LLC. (6) Shares are held by Instant Fame LLC, which is controlled by Mr. Davis. Mr. Davis has been granted a stock option to acquire 2,000,000 shares at an exercise price of $7.20 per share vesting in twelve (12) equal quarterly installments over four (4) years, commencing on the date of shareholder approval of the 2025 Plan. The options are exercisable for five (5) years from the grant date and allow for cashless exercise. The grants are contingent upon shareholder approval of the Plan; if not approved, the Options will be null and void. (7) Intentionally left blank. (8) Mr. Rittman has been granted a stock option to acquire 500,000 shares at an exercise price of $7.20 per share vesting in twelve (12) equal quarterly installments over four (4) years, commencing on the date of shareholder approval of the 2025 Plan. The options are exercisable for five (5) years from the grant date and allow for cashless exercise. The grants are contingent upon shareholder approval of the Plan; if not approved, the Options will be null and void. (9) Based solely on information contained in a Schedule 13G filed with the SEC by the holder. The Schedule 13G indicates that the reporting person(s) have shared voting power and shared dispositive power (or, if applicable, sole voting and/or dispositive power) with respect to the shares set forth above. The Company has not independently verified this information and makes no representation as to its accuracy. Item 13. Certain Relationships and Related Transactions and Director Independence Policies and Procedures for Related Party Transactions Pursuant to the written charter of our Audit Committee, the Audit Committee will be responsible for reviewing and approving, prior to our entry into any such transaction, all related party transactions and potential conflict of interest situations involving: ● any of our directors, director nominees or executive officers; ● any beneficial owner of more than 5% of our outstanding stock; and ● any immediate family member of any of the foregoing. Our Audit Committee will review any financial transaction, arrangement or relationship that: 52 ● involves or will involve, directly or indirectly, any related party identified above; ● would cast doubt on the independence of a director; ● would present the appearance of a conflict of interest between us and the related party; or ● is otherwise prohibited by law, rule or regulation. The Audit Committee will review each such transaction, arrangement or relationship to determine whether a related party has, has had or expects to have a direct or indirect material interest. Following its review, the Audit Committee will take such action as it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with us. Any member of the Audit Committee who is a related party with respect to a transaction under review will not be permitted to participate in the discussions or evaluations of the transaction; however, the Audit Committee member will provide all material information concerning the transaction to the Audit Committee. The Audit Committee will report its action with respect to any related party transaction to the board of directors. Founder Shares On October 20, 2022, pursuant to an SPA, the sponsor of Bannix Acquisition Corp. (the “Sponsor”) acquired an aggregate of 385,000 shares of common stock of Bannix Acquisition Corp. from Bannix Management LLP, Balaji Venugopal Bhat, Nicholos Hellyer, Subbanarasimhaiah Arun, Vishant Vora and Suresh Yezhuvath and 90,000 private placement units from Suresh Yezhuvath (collectively, the “Sellers”) in a private transaction. Bannix Acquisition Corp.’s original sponsors were Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath and Seema Rao (collectively, the “Former Sponsor”). Further, the anchor investors are Sea Otter Holdings LLC BD Series, Sixth Borough Capital Fund LP and Better Works LLC (which we refer to, collectively, as the “Anchor Investors”). “Other Investors”, which acquired 16,668 shares of commons stock from the founder, refer to Sagar Pravinchandra Khakhara, Asha Devi Rathore, Ekta Zile Singh and Rahul Kalra. The Former Sponsor, Sponsor, Other Investors, Anchor Investors, directors and officer have agreed not to transfer, assign or sell the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Company refers to such transfer restrictions as the “lock-up”. Notwithstanding the foregoing, if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. At September 30, 2025 and 2024, there were 2,524,000 shares of common stock outstanding owned or controlled by the Former Sponsor, Sponsor, Other Investors, Anchor Investors, directors and officers. Transactions with a Related Party Due to Related Parties The balance on September 30, 2025 and 2024 in Due to Related Parties totaled $2,434,492 and $69,133, respectively, consists of the following transactions: Schedule of Due to Related Parties September 30, September 30, 2025 2024 Suresh Yezhuvath (1) $ 223,960 $ — Subash Menon (1) — — Bannix Management LLP (1) — — Instant Fame and affiliated parties (1) 840,000 — Stanley Hills (1) 785,252 — Accrued executive compensation (2) (3) 250,000 — Anat Attia 335,280 69,133 $ 2,434,492 $ 69,133 53 (1) Liability assumed at the closed of the Reverse acquisition net of subsequent payments and net offs. During the quarter ended, upon agreement by and amount the related parties, $235,333 of balances owing to Bannix Management LLP and $4,737 of balances of Subash Menon was transferred to Stanley Hill and $200,000 of balances owed to Subash Menon was transferred to Suresh Yezhuvath. (2) Accrued executive compensation Represents compensation expense owing to executives. At the close of the reverse acquisition $220,000 and $45,000 were owed to Doug Davis and Erik Klinger, respectively. At September 30, 2025, $25,000, $180,000 and $55,000 were owed to Noam Kenig, Doug Davis and Erik Klinger respectively. (3) Deferment of Related Party Transactions On December 26, 2024 and revised on February 4, 2025, April 19, 2025 and May 25, 2025, the Company entered into several agreements to defer certain transaction costs and obligations associated with its proposed Business Combination until after the closing of the proposed Business Combination. The deferred obligations in connection with related parties include: ● an aggregate of $2,019,200 owed to the Sponsor and its affiliates, including promissory notes, administrative support fees, and advances due only after any Pre-Paid Advance issued in connection with the SEPA is repaid in full. On January 19, 2025, the CEO of the Company agreed to defer $110,400 of compensation expense due him. These costs would have been payable no later than three (3) months following the closing of the proposed Business Combination. On May 25, 2025, the agreement was modified such that the payable is due only after any Pre-Paid Advance issued in connection with the SEPA is repaid in full. All deferred payments will be made exclusively from the working capital of the post-closing entity or funds raised following the closing. These deferments provide the Company with the financial flexibility to focus on completing the transaction while ensuring that all obligations are met within the agreed timeframes. On April 8, 2025, with an effective date of March 31, 2025, the Company entered into a Funding Support Agreement with Stanley Hills, LLC (“Stanley Hills”), the principal shareholder of VisionWave Technologies. Pursuant to the agreement, Stanley Hills irrevocably and unconditionally committed to provide financial support to the Company, sufficient to fund the working capital needs through December 29, 2026. The funding may be provided by Stanley Hills in the form of direct payments to third parties, advances or intercompany loans, or capital contributions, as mutually determined by the parties. Unless otherwise agreed in writing, any such advances will be non-interest bearing and repayable only at such time as determined by the Board of Directors, and only to the extent such repayment would not impair the Company’s liquidity or ability to continue as a going concern. The agreement may not be terminated by Stanley Hills prior to the twelve-month period from the date of release of the financial statement. Under the deferment agreements, all amounts owed to the Sponsor and its affiliates, including promissory notes, administrative support fees, and advances due only after any Pre-Paid Advance issued in connection with the SEPA is repaid in full. Item 14. Principal Accounting Fees and Services. The aggregate fees incurred for each of the last two years for professional services rendered by RBSM LLP, the independent registered public accounting firm (PCAOB ID 587) or the audit of the Company’s annual financial statements included in the Company’s Form 10-K and review of financial statements for its quarterly reports (Form 10-Q) are reported below. The total fees billed by RBSM LLP in 2025 aggregated $81,000 which includes fees for the audit of financial statements and review of the quarterly financial statements for 2025. 54 The total fees billed by RBSM LLP in 2024 aggregated $87,500 which includes fees for the audit of financial statements and review of the quarterly financial statements for 2024. The Audit Committee by its Charter pre-approves all audit services to be provided to the Company, whether provided by the principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to the Company by the independent auditor. The Audit Committee approved the services rendered for the audit of the financial statements for the year ended September 30, 2025 and September 30, 2024 in addition to the services rendered for the filing of the quarterly financial statements on Form 10-Q in 2025 and 2024. $’s in 000’s Audit Taxes Filings Accounting Total 2025 $ 81,000 $ — $ $ — $ 81,000 2024 $ 87,500 $ — $ — $ — $ 87,500 The current policy of the directors, acting via the Audit Committee, is to approve the appointment of the principal auditing firm and any permissible audit-related services. The audit and audit related fees include fees for the annual audit of the financial statements and review of financial statements included in 10K and Q filings. 55 PART IV Item 15. Exhibits & Financial Statements Schedules Incorporated by Reference Exhibit Description Schedule/ Form File Number Exhibits Filing Date 2.1 Merger Agreement and Plan of Reorganization by and among Bannix Acquisition Corp., VisionWave Holdings, Inc., BNIX Merger Sub, Inc. and BNIX VW Merger Sub, Inc. dated September 6, 2024 (included as Annex A to the proxy statement/prospectus) Form S-4 333-284472 2.1 April 18, 2025 3.1 Amended and Restated Certificate of Incorporation of VisionWave Holdings Inc. Form 8-K 001-42741 3.1 July 14, 2025 3.2 Amended and Restated Bylaws of VisionWave Holdings Inc. Form 8-K 001-42741 3.1 December 10, 2025 10.1 VisionWave Holdings Inc. 2024 Incentive Equity Plan Form 8-K 001-42741 10.1 July 14, 2025 10.2 Standby Equity Purchase Agreement, dated July 25, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd. Form 8-K 001-42741 10.1 July 28, 2025 10.3 Form of Convertible Promissory Notes issued to YA II PN, Ltd. Form 8-K 001-42741 10.2 July 28, 2025 10.4 Registration Rights Agreement, dated July 25, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd. Form 8-K 001-42741 10.3 July 28, 2025 10.5 Global Guaranty Agreement by VisionWave Technologies, Inc. in favor of YA II PN, LTD. dated July 25, 2025 Form 8-K 001-42741 10.4 July 28, 2025 10.6 2025 Omnibus Equity Incentive Plan Form 8-K 001-42741 10.1 August 6, 2025 10.7 Employment Agreement, dated August 6, 2025, by and between the Company and Douglas Davis Form 8-K 001-42741 10.2 August 6, 2025 10.8 Employment Agreement, dated August 6, 2025, by and between the Company and Noam Kenig Form 8-K 001-42741 10.3 August 6, 2025 10.9 Employment Agreement, dated August 6, 2025, by and between the Company and Danny Rittman Form 8-K 001-42741 10.4 August 6, 2025 10.10 Form of Nonstatutory Stock Option Agreement, dated August 6, 2025 Form 8-K 001-42741 10.5 August 6, 2025 10.11 Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement Form 8-K 001-42741 10.6 August 6, 2025 10.12 Form of Mutual Agreement to Arbitrate Form 8-K 001-42741 10.7 August 6, 2025 10.13 Form of Securities Purchase Agreement dated July 15, 2025 Form 10-Q 001-42741 10.13 August 19, 2025 10.14 Form of Promissory Note dated July 15, 2025 Form 10-Q 001-42741 10.14 August 19, 2025 10.15++ Strategic Joint Venture Agreement, dated August 25, 2025, by and among VisionWave Holdings, Inc., AIPHEX LTD, GBT Tokenize Corp., and GBT Technologies, Inc. Form 8-K 001-42741 10.1 August 26, 2025 10.16 Employment Agreement, dated September 2, 2025, by and between the Company and Elad Shoval - CRO Form 8-K 001-42741 10.1 September 3, 2025 10.17 Employment Agreement, dated September 2, 2025, by and between the Company and David Allon - COO Form 8-K 001-42741 10.2 September 3, 2025 10.18 Employment Agreement, dated September 2, 2025, by and between the Company and Jez Williman - Senior Systems Engineer – UGV Form 8-K 001-42741 10.3 September 3, 2025 10.19 Form of Nonstatutory Stock Option Agreement Form 8-K 001-42741 10.4 September 3, 2025 10.20 Memorandum of Understanding, dated September 2, 2025, by and between VisionWave Holdings, Inc. and VEDA Aeronautics Private Limited. Form 8-K 001-42741 10.1 September 5, 2025 10.21 Letter Agreement, dated September 11, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd. Form 8-K 001-42741 10.1 September 12, 2025 10.22 Convertible Promissory Note, dated September 11, 2025, issued by VisionWave Holdings, Inc. to YA II PN, Ltd. Form 8-K 001-42741 10.2 September 12, 2025 10.23 Form of Convertible Promissory Note to be issued by VisionWave Holdings, Inc. to YA II PN, Ltd. Form 8-K 001-42741 10.3 September 12, 2025 10.24 Form of Independent Director Engagement Agreement Form 8-K 001-42741 10.1 September 12, 2025 10.25 Form of Compensation Agreement between VisionWave Holdings, Inc. and former directors of Bannix Acquisition Corp. Form 8-K 001-42741 10.2 September 12, 2025 10.26 Consulting Agreement, dated September 26, 2025, by and between VisionWave Holdings, Inc. and Crypto Treasury Management Group, LLC. Form 8-K 001-42741 10.1 September 30, 2025 10.27 PVML Ltd. Order Form between VisionWave Holdings, Inc. and PVML Ltd., dated October 5, 2025 (effective October 9, 2025) Form 8-K 001-42741 10.1 October 9, 2025 10.28 Share Purchase Agreement, dated as of December 3, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd. Form 8-K 001-42741 10.1 December 3, 2025 14.1 Code of Ethics of VisionWave Holdings Inc. Form 8-K 001-42741 14.1 July 22, 2025 21.1 List of Subsidiaries Form S-1 333-289952 21.1 August 29 2025 23.1* Consent of RBSM LLP 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 97 Compensation Recovery Policy of VisionWave Holdings Inc., effective May 29, 2025 Form 8-K 001-42741 99.3 July 22, 2025 99.1 Policy on Granting Equity Awards of VisionWave Holdings Inc., adopted July 16, 2025 Form 8-K 001-42741 99.1 July 22, 2025 99.2 Insider Trading Policy of VisionWave Holdings Inc., adopted July 16, 2025 Form 8-K 001-42741 99.2 July 22, 2025 99.3 Business Development Committee Charter of VisionWave Holdings, Inc. adopted December 8, 2025 Form 8-K 001-42741 99.1 December 10, 2025 107 Calculation of Registration Fee Form S-1 333-289952 107 August 29, 2025 56 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 thereunto duly authorized. VisionWave Holdings, Inc. By: /s/Douglas Davis Name: Douglas Davis Title: Executive Chairman of the Board of Directors and Interim Chief Executive Officer (Principal Executive Officer) By: /s/Erik Klinger Name: Erik Klinger Title: Chief Executive Officer (Principal Financial and Accounting Officer) Dated: December 30, 2025 In accordance with the Exchange Act, this report has been signed below by the following persons on December 30, 2025 on behalf of the registrant and in the capacities indicated. Signature Title /s/Douglas Davis Executive Chairman of the Board of Directors Douglas Davis Interim Chief Executive Officer (Principal Executive Officer) /s/Eric T. Shuss Director Eric T. Shuss /s/Chuck Hansen Director Chuck Hansen /s/Haggai Ravid Director Haggai Ravid /s/Erik Klinger Chief Financial Officer Erik Klinger (Principal Financial and Accounting Officer) /s/Danny Rittman Chief Technology Officer Danny Rittman /s/Judit Nagypal Director Judit Nagypal /s/Atara Dzikowski Director Atara Dzikowski 57 VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID# 587 ) F-2 Consolidated Balance Sheets as of September 30, 2025 and 2024 F-3 Consolidated Statements of Operations for the year ended September 30, 2025 and for the period from March 20, 2024 (inception) to September 30, 2024 F-4 Consolidated Statements of Changes in Stockholders’ Deficit for the year ended September 30, 2025 and for the period from March 20, 2024 (inception) to September 30, 2024 F-5 Consolidated Statements of Cash Flows for the year ended September 30, 2025 and for the period from March 20, 2024 (inception) to September 30, 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of VisionWave Holdings, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of VisionWave Holdings, Inc. and subsidiaries (the “Company”) as of September 30, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended September 30, 2025 and for the period from March 20, 2024 (inception) to September 30, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the year ended September 30, 2025 and for the period from March 20, 2024 (inception) through September 30, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ RBSM LLP We have served as the Company’s auditor since 2023. PCAOB ID 587 New York, NY December 30, 2025 F- 2 VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2025 September 30, 2024 Assets Current Assets: Cash $ 2,284,933 $ 3,014 Prepaid expenses and other current assets 189,549 — Advance to supplier 98,250 — Due from related party 120,000 — Total Current Assets 2,692,732 3,014 Investment in securities designated for sale 281 10,000 Total Assets $ 2,693,013 $ 13,014 Liabilities and Stockholders’ Deficit Current liabilities: Accounts payable and accrued expenses $ 3,917,834 $ 15,000 Customer deposit 108,006 — Income taxes payable 994,704 — Excise tax payable 943,039 — Promissory notes - Evie 1,003,995 — Due to related parties 2,434,492 69,133 Convertible notes Payable, net of unamortized debt issuance cost 4,861,390 — Deferred underwriters’ discount 225,000 — Total Current Liabilities 14,488,460 84,133 Total Liabilities 14,488,460 84,133 Commitments and Contingencies (Note 11) Stockholders’ Deficit Preferred stock, par value $ 0.01 , authorized 10,000,000 shares; no shares issued or outstanding — — Common stock, par value $ 0.01 ; authorized 150,000,000 shares and 14,521,094 and 11,000,000 shares issued and outstanding at September 30, 2025 and 2024, respectively 145,211 110,000 Additional paid-in capital 3,168,248 151,000 Accumulated deficit ( 15,108,906 ) ( 332,119 ) Total Stockholders’ Deficit ( 11,795,447 ) ( 71,119 ) Total Liabilities and Stockholders’ Deficit $ 2,693,013 $ 13,014 The accompanying notes are an integral part of these consolidated financial statements. F- 3 VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the year ended September 30, For the period from March 20, 2024 (inception) to September 30, 2025 2024 Operating expenses: General and administrative $ 5,416,619 $ 328,469 Research and development 156,462 3,650 Sales and marketing 1,168,108 — Total operating expenses 6,741,189 332,119 Loss from operations ( 6,741,189 ) ( 332,119 ) Other (expense) income: Interest income 418 — Interest expense ( 59,327 ) — Change in fair value of convertible notes payable 147,347 — Gain from sale of marketable securities 104,656 — Total other (expense) income, net 193,094 — Loss before provision for income taxes ( 6,548,095 ) ( 332,119 ) Provision for income taxes — — Net loss $ ( 6,548,095 ) $ ( 332,119 ) Basic and diluted weighted average shares outstanding 11,741,353 9,044,585 Basic and diluted net loss per share ( 0.56 ) $ ( 0.04 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR THE PERIOD FROM MARCH 20, 2024 (INCEPTION) TO SEPTEMBER 30, 2024 Common stock Shares Amount Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Deficit Balance as of March 20, 2024 (inception) — $ — $ — $ — $ — Issuance of common stock - Inception 4,041,146 40,411 ( 39,411 ) — 1,000 Issuance of common stock - Purchasing intellectual Properties 4,041,146 40,411 ( 40,411 ) — — Issuance of common stock - Investment by affiliate 897,135 8,972 1,028 — 10,000 Issuance of common stock - Service 2,020,573 20,206 229,794 — 250,000 Net loss — — — ( 332,119 ) ( 332,119 ) Balance as of September 30, 2024 11,000,000 $ 110,000 $ 151,000 $ ( 332,119 ) $ ( 71,119 ) Issuance of shares in business combination 2,540,324 25,403 ( 143,694 ) ( 8,228,692 ) ( 8,346,983 ) Conversion of public and private rights 730,600 7,306 ( 7,306 ) — — Issuance of Shares pursuant to the Standby Equity Purchase Agreement 200,000 2,000 468,000 — 470,000 Issuance of shares - Service 22,500 225 52,650 — 52,875 Exercise of warrants 1,008 10 11,582 — 11,592 Stock based compensation 26,662 267 2,636,016 — 2,636,283 Net loss — — — ( 6,548,095 ) ( 6,548,095 ) Balance as of September 30, 2025 14,521,094 $ 145,211 $ 3,168,248 $ ( 15,108,906 ) $ ( 11,795,447 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended September 30, For the Period from March 20, 2024 (inception) to September 30, 2025 2024 Cash flows from Operating Activities: Net loss $ ( 6,548,095 ) $ ( 332,119 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Interest expense 38,737 — Gain on investment of marketable securities ( 104,656 ) — Change in fair value of convertible notes payable ( 147,347 ) — Stock based compensation 2,636,283 250,000 Changes in current assets and current liabilities: Prepaid expenses and other current assets ( 185,619 ) — Due from related party ( 120,000 ) — Advance to supplier ( 98,250 ) — Customer deposit 108,006 — Accounts payable and accrued expenses 3,331,878 15,000 Deferred offering costs ( 250,000 ) — Due to related parties ( 1,588,603 ) 69,133 Excise tax payable 54,707 — Income taxes payable 35,065 — Net cash (used in) provided by operating activities $ ( 2,837,894 ) $ 2,014 Cash flows from Investing Activities: Proceeds from sale of marketable securities, net 114,375 — Net cash provided by investing activities 114,375 0 Cash flows from Financing Activities: Proceeds from issuance of common stock — 1,000 Proceeds from business combination 23,846 — Proceeds from issuance of convertible note 4,970,000 — Proceeds from exercise of warrants 11,592 — Net cash provide by financing activities 5,005,438 1,000 Net change in cash 2,281,919 3,014 Cash, beginning of the year 3,014 — Cash, end of the year $ 2,284,933 $ 3,014 Supplemental disclosure of cash flow information: Cash paid for interest — — Cash paid for taxes — — Supplemental disclosure of noncash investing and financing activities: Net liabilities assumed in business combination $ 8,346,983 $ — Conversion of public and private rights in business combination $ 7,306 $ — Non cash issuance of shares $ 470,000 $ — Non cash issuance of shares for advisory services $ 52,875 $ — The accompanying notes are an integral part of these consolidated financial statements. F- 6 VISIONWAVE HOLDINGS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1— Organization and Business Operations VisionWave Holdings, Inc. (“VW Holdings” or the “Company”) is a Delaware company incorporated in 2024. VW Holdings is the successor to Bannix Acquisition Corp., (“Bannix”) a blank check company incorporated in the state of Delaware on January 21, 2021 for the purpose of effecting mergers, capital stock exchange, asset acquisitions, stock purchases, reorganization or similar business combinations with one or more businesses (“Business Combination”). Prior to the succession of Bannix by VW Holdings, on March 26, 2024, Bannix entered into a Business Combination Agreement (the “Original Agreement”), by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation (“Target” or “VW Tech.”) and the shareholders of Target. On September 6, 2024, Bannix entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Bannix, VisionWave Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VW Holdings”), BNIX Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of VisionWave (“Parent Merger Sub”), BNIX VW Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of VisionWave (“Company Merger Sub”), and Target. On July 14, 2025, Bannix closed its proposed merger with VisionWave Technologies Inc. Note 2— Liquidity, Capital Resources and Going Concern The Company’s primary sources of liquidity have been cash from financing activities. The Company had an accumulated deficit of $ 15,108,906 as of September 30, 2025. As of September 30, 2025, working capital deficit was $ 11,795,728 and cash was $ 2,284,933 . The Company received proceeds of approximately $ 23,846 as a result of the Reverse Acquisition in September 2025, after giving effect to stockholder redemptions and payment of transaction expenses in connection with the Reverse Acquisition. The Company received an additional $ 308,000 pursuant to the Securities Purchases agreement entered into on February 15, 2025 and $ 5,000,000 pursuant to the convertible promissory note agreements issued under the Standby Equity Purchase Agreement referenced below. The Company’s future capital requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. On July 25, 2025, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (the “Investor”) pursuant to which the Company has the right to sell to the Investor up to $50 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA, from time to time during the term of the SEPA. Going Concern Evaluation Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: On April 8, 2025, with an effective date of March 31, 2025, the Company entered into a Funding Support Agreement with Stanley Hills, LLC (“Stanley Hills”), the principal shareholder of VisionWave Technologies. Pursuant to the agreement, Stanley Hills irrevocably and unconditionally committed to provide financial support to the Company, sufficient to fund the working capital needs through December 29, 2026. The funding may be provided by Stanley Hills in the form of direct payments to third parties, advances or intercompany loans, or capital contributions, as mutually determined by the parties. Unless otherwise agreed in writing, any such advances will be non-interest bearing and repayable only at such time as determined by the Board of Directors, and only to the extent such repayment would not impair the Company’s liquidity or ability to continue as a going concern. The agreement may not be terminated by Stanley Hills prior to the twelve-month period from the date of release of the financial statement. Management has determined that the agreement with Stanley Hills, cash receipts from customer arrangements, resource reallocation initiatives, additional insider investments and financing, along with its existing cash and committed affiliated support related combinations alleviated the risk about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. Note 3— Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and under the rules of the U.S. Securities and Exchange Commission (the “SEC”). F- 7 Principles of Consolidation The accompanying consolidated financial statements include the accounts of VisionWave Holdings Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Segment Reporting The Company complies with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant estimates include assumptions made in the valuation of the options, valuation of convertible notes and recoverability of deferred tax assets. Accordingly, the actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $ 250,000 . At September 30, 2025 and 2024, the Company had $ 1,774,899 and $ 0 deposits in excess of the Federal Depository Insurance Coverage, respectively. The Company has not experienced losses on these accounts. F- 8 Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. The Company accounts for certain business combinations that meet the definition of a reverse merger (also referred to as a reverse recapitalization) in accordance with ASC 805, Business Combinations, and ASC 810, Consolidation. A reverse merger occurs when the legal acquirer is determined to be the accounting acquiree, and the legal acquiree is determined to be the accounting acquirer. Accordingly: ● No goodwill or intangible assets are recorded ● The transaction is treated as a capital transaction in substance ● The accounting acquirer’s assets and liabilities are carried forward at their historical carrying amounts ● The accounting acquiree’s net assets are recognized at fair value, if applicable Cash and Cash Equivalents The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of September 30, 2025 and 2024. I nvestments The Company from time to time invests in equity securities. All marketable equity securities held by the Company are accounted for under “Accounting Standards Codification (“ASC”) Topic 320, “ Investments - Debt and Equity Securities.” The Company accounts for available-for-sale equity investments at fair value. From time to time, if the Company determines that the available market price of an available for sale investments is not a reasonable indicator of the fair value, the Company will determine the best estimate of that fair value which is usually the cost. Fair Value of Financial Instruments The fair value of the Company’s cash, current assets and current liabilities approximates the carrying amounts represented in the accompanying consolidated balance sheets, due to their short-term nature. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. As of September 30, 2025, other than the convertible notes discussed below, the Company did not hold any financial assets or liabilities that were measured at fair value on a recurring or nonrecurring basis. Convertible notes payable The Company follows FASB ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), when evaluating the accounting for its convertible instruments. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Convertible note instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date. For convertible debt instruments that are not considered liabilities under ASC 480 or ASC 815, the Company applies FASB ASC 470, Debt ("ASC 470"), for the accounting of such instruments, including any premiums or discounts. Offsetting Balances In accordance with ASC Topic 210 “Balance Sheet”, the Company’s accounting policy is to offset assets and liabilities when a right of offset exist. Accordingly, the consolidated balance sheets include transactions with affiliated parties on a net basis. F- 9 Research and Development Cost The Company accounts for research and development cost (“R&D”) in accordance with ASC Topic 730, “Research and Development”. R&D represents costs are expensed as incurred. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts . The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the Company applied the following five-step model that requires entities to exercise judgment: (1) Identify the contracts or agreements with a customer: The purchase order is considered to be the contract with the customer. The Company’s revenue is derived from the customer orders evidenced by the contract with the customer. (2) Identifying the performance obligations in the contract or agreement: The contract with the customer contains a single performance obligation: fulfillment of the customer’s order. (3) Determine the transaction price: The Company’s arrangements pursuant to the contract require a full prepayment from the customer at a fixed price before the shipment of products. The transaction price is the amount that reflects the consideration which the Company expects to receive. (4) Allocate the transaction price to the separate performance obligations: All transaction prices are allocated to the single performance obligation. (5) Recognize revenue as each performance obligation is satisfied: This performance obligation is satisfied when control of the product is transferred to the customer, which occurred upon completion of the customer’s live testing. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. During the years ending September 30, 2025 and 2024, no revenue was recorded. Cost of Goods Sold The Company’s cost of goods sold is comprised of costs related to its commercial revenue, including the cost of sourcing the equipment for sale. During the years ending September 30, 2025 and 2024, no cost of goods sold was recorded. Net Loss Per Share Basic net income (loss) per share is computed by dividing the net loss by the weighted average shares outstanding for the year. Diluted loss per share is computed by giving effect to all potential shares of common stock to the extent dilutive. For the year ended September 30, 2025 and the period from March 20, 2024 (inception) to September 30, 2024, the Company’s diluted weighted-average shares outstanding is equal to basic weighted-average shares, due to the Company’s net loss position. No common stock equivalents were included in the computation of diluted net loss per unit since such inclusion would have been antidilutive. At September 30, 2025 and 2024, potentially dilutive securities include the public warrants and the convertible promissory notes. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Related party and related-party transactions Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due to or from related parties due to their related-party nature. F- 10 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2025 and 2024. Interest and penalties as of $ 35,065 and $0 was accrued for the year ended September 30, 2025 and the period from March 20, 2024 (inception) to September 30, 2024, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Deferred Offering Costs Deferred offering costs, which consist of direct and incremental legal, accounting, consulting, printing, and other third-party fees related to the Company’s issuance of shares, are capitalized as assets in the consolidated balance sheets. The deferred offering costs will be offset against proceeds from the offering upon issuance of shares. Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding shares granted to directors, officers and vendors of the Company by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the statements of operations. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statements of operations as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. Note 4 — Recapitalization As outlined in Note 1, the Company consummated the Reverse Acquisition with VisionWave Technologies on July 14, 2025. Pursuant to and in accordance with the terms set forth in the Merger Agreement, (a) Parent Merger Sub merged with and into Bannix, with Bannix continuing as the surviving entity (the “Parent Merger”), as a result of which, (i) Bannix became a wholly owned subsidiary of VW Holdings, and (ii) each issued and outstanding share of Bannix immediately prior to the effective time of the Parent Merger (the “Parent Merger Effective Time”) (other than shares of Bannix Common Stock that have been redeemed or are owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares) was automatically cancelled in exchange for one share of common stock, par value $ 0.001 of VW Holdings, each Bannix Warrant automatically converted into one warrant to purchase shares of VW Holdings Common Stock on substantially the same terms and conditions and each Bannix Right automatically converted into the number of shares of VW Holdings Common Stock that would have been received by the holder of such Bannix Right if it had been converted upon the consummation of a Business Combination in accordance with Bannix’s organizational document and, (b) immediately following the consummation of the Parent Merger but on the same day, Company Merger Sub merged with and into Target, with Target continuing as the surviving entity (the “Company Merger” and, together with the Parent Merger, the “Mergers”), as a result of which, (i) Target became a wholly owned subsidiary of VW Holdings, and (ii) each issued and outstanding security of Target immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than any cancelled Shares or dissenting shares) were no longer be outstanding and were automatically cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VW Holdings. The Mergers and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Reverse Acquisition.” F- 11 The Merger Agreement contained representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective businesses prior to consummation of the Business Combination, (ii) the parties’ efforts to satisfy conditions to consummation of the Business Combination, including by obtaining any necessary approvals from governmental agencies, (iii) prohibitions on the parties soliciting alternative transactions, (iv) VW Holdings preparing and filing a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) and taking certain other actions to obtain the requisite approval of Bannix’s stockholders to vote in favor of certain matters, including the adoption of the Merger Agreement and approval of the Business Combination, at a special meeting to be called for the approval of such matters, and (v) the protection of, and access to, confidential information of the parties. On May 5, 2025, the SEC declared the Company’s registration statement on Form S-4 to be effective. As described in the Merger Agreement, VW Holdings has agreed to adopt an equity incentive plan The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Bannix, who is the legal acquirer, was treated as the “acquired” company for financial reporting purposes and VisionWave Technologies Inc. was treated as the accounting acquirer. VisionWave Technologies Inc. has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under the redemption scenarios: ● VisionWave Technologies Inc.’s existing stockholders had more than 69% of the voting interest of VW Holdings under both the no redemption and maximum redemption scenarios; ● VisionWave Technologies Inc.’s senior management comprises the senior management of VW Holdings Inc.; the directors nominated by VisionWave Technologies represent the majority of the board of directors of VW Holdings Inc.; ● VisionWave Technologies Inc.’s operations comprises the ongoing operations of VW Holdings Inc. Accordingly, for accounting purposes, the Reverse Acquisition was treated as the equivalent of a capital transaction in which VisionWave technologies Inc. is issuing stock for the net assets of Bannix. The net assets of Bannix were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Acquisition were those of VisionWave Technologies, Inc. Transaction Proceeds Upon closing of the Reverse Acquisition, the Company acquired cash of $ 1,169,746 as a result of the Reverse Acquisition, and paid total transaction costs of $ 1,145,900 . The following table reconciles the elements of the Reverse Acquisition to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ deficit for the year ended September 30, 2025: Schedule of consolidated statements of cash flows and changes in stockholders deficit Cash-trust and cash, net of redemptions $ 1,169,746 Less: transaction costs paid ( 1,145,900 ) Net cash acquired in Reverse Acquisition $ 23,846 Less: Liabilities assumed ( 7,370,764 ) Less: Promissory note assumed ( 1,003,995 ) Add: assets acquired 3,930 Net liabilities assumed in reverse acquisition $ ( 8,346,983 ) F- 12 The number of shares of Common Stock issued immediately following the consummation of the Reverse Acquisition were: Schedule of consummation of the Reverse Acquisition Bannix Class A common stock, outstanding prior to the Reverse Acquisition 2,623,666 Less: Redemption of Bannix Class A common stock ( 83,342 ) 2,540,324 Bannix Class B common stock, outstanding prior to the Reverse Acquisition — Business Combination shares 2,540,324 Bannix public Rights converted to shares at closing 690,000 Bannix private Rights converted to shares at closing 40,600 VisionWave Technologies Inc. Shares 11,000,000 Common Stock immediately after the Reverse Acquisition 14,270,924 The number of VisionWave Holdings’ shares was determined as follows: Schedule of the number of VisionWave Holdings shares VisionWave Technologies Inc. Shares VisionWave Holdings Inc. Shares after conversion ratio Class A Common 2,722 11,000,000 Class B Common — — Total 2,722 11,000,000 In exchange, each share of VisionWave Technologies was converted into 4,041 shares of companies common stock Public and private placement warrants The 6,900,000 public warrants issued at the time of Bannix’s initial public offering (the “Bannix IPO”), and 406,000 warrants issued in connection with private placement at the time of Bannix’s initial public offering remained outstanding and became warrants for the Company. Note 5 — Accounts Payable Accounts payable and accrued liabilities consist of the following as of September 30, 2025 and 2024: Schedule of Accounts payable and accrued liabilities September 30, 2025 2024 Underwriter's marketing fee (See Note 10) $ 1,800,000 $ — Vendors payable 939,192 — Accrued compensation expense 359,667 — Franchise tax payable 267,323 — Insurance premium financing 71,851 — Accrued interest expense 49,914 — Other payables 429,887 15,000 Total $ 3,917,834 $ 15,000 F- 13 Note 6 — Excise Tax Payable On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a 1% federal excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the Company, in connection with a Business Combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s Class A common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100% of the remaining Class A common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination, but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024. Any amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 8% interest per annum, a 0.5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full, and a failure to file penalty of 5% per month. F- 14 Prior to the consummation of the Reverse Acquisition, Bannix’s common stock exercised their right to redeem their shares for a pro rata portion of the funds in Bannix’s Trust Account. As a result of these redemptions, Bannix estimated the excise tax liability and applicable interest and penalties pursuant to the IR Act. At the consummation of the Reverse Acquisition, $ 888,332 , inclusive of excise tax interest and penalties. An additional $ 54,707 of interest of penalties is estimated after close and included in the consolidated statement of operations for the year ended September 30, 2025. As of September 30, 2025, $ 943,039 of excise tax liabilities inclusive of interest and penalties is recorded in the consolidated balance sheets. Note 7 — Promissory Note - Evie Prior to the consummation of the Reverse Acquisition, Bannix issued unsecured promissory notes to Evie Autonomous LTD (“Evie”) with a principal amount of $ 1,003,995 (the “Evie Autonomous Extension Notes”). The Evie Autonomous Extension Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of Bannix’s initial Business Combination, or (b) the date of Bannix’s liquidation. On December 26, 2024 and amended on May 27, 2025, Bannix entered into an agreement to defer payment of the Evie Autonomous Extension Notes. Under the deferment agreement, these amounts will not become payable until any Pre-Paid Advance issued in connection with the SEPA is repaid in full (See Note 9). The balance of $ 1,003,995 was assumed at the close of the Reverse Acquisition. As of September 30, 2025 and 2024, the balance of $ 1,003,995 and $ 0 , respectively, owing to Evie is reported as promissory notes – Evie on the consolidated balance sheets. Note 8 — Related Party Transactions Due to Related Parties Prior to the consummation of the Reverse Acquisition, Bannix entered into various transactions with related parties to fund working capital needs. A total of $ 2,124,212 owing to these related parties was assumed at the close of the Reverse Acquisition. The table below at September 30, 2024 and September 30, 2025 balances for those related parties. Schedule of Due to Related Parties September 30, September 30, 2025 2024 Suresh Yezhuvath (3) $ 223,960 $ — Subash Menon (3) — — Bannix Management LLP (3) — — Instant Fame and affiliated parties (1) 840,000 — Stanley Hills 785,252 — Accrued executive compensation (2) 250,000 — Anat Attia 335,280 69,133 $ 2,434,492 $ 69,133 (1) Instant Fame and affiliated parties Represents unsecured promissory note issued by Bannix on December 13, 2022 in favor of Instant Fame, in the principal amount of $ 690,000 . In March and April 2023, Bannix issued additional unsecured promissory notes to Instant Fame for $ 75,000 for each promissory note. (2) Accrued executive compensation Represents compensation expense owing to executives. At the close of the reverse acquisition $220,000 and $55,000 were owed to Doug Davis and Erik Klinger, respectively. At September 30, 2025, $25,000, $180,000 and $45,000 were owed to Noam Kenig, Doug Davis and Erik Klinger respectively. F- 15 Deferment of payment of related party balances On December 26, 2024 and revised on February 4, 2025, April 19, 2025 and May 25, 2025, the Company entered into an agreement to defer payment of certain related party obligations. Under the deferment agreements, all amounts owed to the sponsor of Bannix and its affiliates are payable only after any Pre-Paid Advance issued in connection with the SEPA Pre-Paid Advances is repaid in full (See Note 9). (3) Transfer of balances During the quarter ended, upon agreement by and amount the related parties, $235,333 of balances owing to Bannix Management LLP and $4,737 of balances of Subash Menon was transferred to Stanley Hill and $200,000 of balances owed to Subash Menon was transferred to Suresh Yezhuvath. VisionWave Technologies related party transactions Stanley Hills, LLC, a corporation controlled by Anat Attia, paid the entire company expenses for VisionWave Technologies Inc., as well as funded the Company’s bank and brokerage accounts, on behalf of the Company. on April 8, 2025, with an effective date of March 31, 2025, the Company entered into a Funding Support Agreement with Stanley Hills, LLC (“Stanley Hills”), the principal shareholder of VisionWave Technologies. Pursuant to the agreement, Stanley Hills irrevocably and unconditionally committed to provide financial support to the Company, sufficient to fund the working capital needs through August 13, 2026. The funding may be provided by Stanley Hills in the form of direct payments to third parties, advances or intercompany loans, or capital contributions, as mutually determined by the parties. Unless otherwise agreed in writing, any such advances will be non-interest bearing and repayable only at such time as determined by the Board of Directors, and only to the extent such repayment would not impair the Company’s liquidity or ability to continue as a going concern. The agreement may not be terminated by Stanley Hills prior to the twelve-month period from the date of release of the financial statement. As of September 30, 2025 and 2024, the balance of $ 785,252 and $ 69,133 , respectively, owing to Stanley Hills, LLC is included in due to related parties on the consolidated balance sheets. Note 9 — Convertible Notes Payable Securities Purchase Agreement On July 15, 2025, the Company entered into Securities Purchase Agreements (the “July 2025 SPAs”) with two unaffiliated accredited investors (“July 2025 Lenders”), pursuant to which the Company issued promissory notes (the “July 2025 Notes”) to the July 2025 Lenders in the aggregate principal amount of $ 354,200 , which includes an aggregate original issue discount of $ 46,200 , for a purchase price of $ 308,000 . The Company incurred an additional $ 8,000 in fees related to this transaction which is capitalized as part of the debt issuance cost and amortized over the term of the July 2025 Notes. The July 2025 Notes bear interest at a one-time charge of 12% applied on the issuance date, mature on May 15, 2026, and is repayable in five monthly payments commencing January 15, 2026. The July 2025 Notes are convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), solely upon an event of default, at a conversion price equal to 75% of the lowest trading price during the ten trading days prior to conversion. The Company also entered into an irrevocable transfer agent instructions letter with its transfer agent in connection with the July 2025 Notes. The proceeds from the issuances of the July 2025 Notes were used for general working capital purposes. The July 2025 Lenders have piggyback registration rights and have agreed not to engage in short sales of the Company’s common stock during the term of the July 2025 Notes. The July 2025 Notes include customary representations, warranties, covenants, and default provisions. The Company may prepay the July 2025 Notes within the first 180 days. The loan pursuant to the July 2025 Notes closed and funded on July 17, 2025. For the year ended September 30, 2025 and 2024, total amortized debt issuance cost of $ 8,737 and $ 0 was included in interest expense on the accompanying consolidated statements of operations, respectively. For the year ended September 30, 2025 and 2024, total interest expense $ 10,626 and $ 0 was included in interest expense on the accompanying consolidated statements of operations, respectively. At September 30, 2025 and 2024, the balance of the July Notes of $ 308,737 and $ 0 , respectively, recorded in convertible notes payable on the accompanying balance sheets, includes $ 45,463 and $ 0 , respectively of unamortized debt issuance cost. Standby Equity Purchase Agreement - Pre Paid Advance In connection with the SEPA (See Note 11), and subject to the condition set forth therein, the Investor advanced to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $5.0 million (the “Pre-Paid Advance”). The first Pre-Paid Advance was disbursed on July 25, 2025 with respect to $ 3.0 million and the balance of $ 2.0 million was disbursed on September 11, 2025 upon the registration statement registering the resale of the shares of common stock issuable under the SEPA being declared effective. The purchase price for the Pre-Paid Advance is 94% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date is 12-months after the closing of each tranche of the Pre-Paid Advance. The Investor may convert the Convertible Notes into shares of the Company’s common stock at a conversion price equal to the lower of $ 10.00 or 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion (the “Conversion Price”), which in no event may the Conversion Price be lower than $ 1.00 (the “Floor Price”) provided, however, that the Floor Price shall be adjusted (downwards only) to equal 20% of the average VWAP for the five (5) Trading Days immediately prior to the earlier of (i) date of effectiveness of the Registration Statement, (ii) the six-month anniversary of the date of the SEPA. Notwithstanding the foregoing, the Company may reduce the Floor Price to any amounts set forth in a written notice to the Holder; provided that such reduction shall be irrevocable and shall not be subject to increase thereafter. In addition, upon the occurrence and during the continuation of an event of default, F- 16 the Convertible Notes shall become immediately due and payable and the Company shall pay to the Investor the principal and interest due thereunder. In no event shall Investor be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Investor and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. If any time on or after the issuance of the Convertible Notes (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days (“Floor Price Trigger”), or (ii) the Company has issued in excess of 99% of the shares of common stock available under the Exchange Cap, where applicable ( “Exchange Cap Trigger” and collectively with the Floor Price Trigger, the “Trigger”), then the Company shall make monthly payments to Investor beginning on the seventh trading day after the Trigger and continuing monthly in the amount of $ 750,000 plus an 5.0 % premium and accrued and unpaid interest. The Exchange Cap Trigger will not apply in the event the Company has obtained the approval from its stockholders in accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated in the Convertible Note and the SEPA in excess of 19.99% of the aggregate number of shares of common stock issued and outstanding as of the effective date of the SEPA (the “Exchange Cap”). The Convertible Notes is a legal debt obligation with a variable-share conversion feature that ensures a fixed monetary return to the holder, thus qualifying as a liability under ASC 480-10. the Note remains a liability after issuance and the instrument is remeasured after initial recognition, with changes in fair value recognized in earnings each reporting period until settlement, modification, or extinguishment, consistent with the liability-classified model. As of September 30, 2025, the par value of the notes was $ 5,000,000 and the fair value of the notes was $ 4,552,653 . For the year ended September 30, 2025 and 2024, total interest expense $ 39,288 and $ 0 was included in interest expense on the accompanying consolidated statement of operations, respectively. The Convertible notes were valued using unobservable inputs that are not corroborated by market data (Level 3). The valuation is based on Monte Carlo Simulation to simulate weekly stock prices through maturity. The enterprise value is then allocated to each class of outstanding shares and convertible notes based on an option pricing model where the value for each class is driven by the current value and expected volatility of the underlying equity value. The key assumptions used to value the convertible notes as of September 30, 2025: Schedule of key assumptions used to value the convertible notes Stock Price $ 9.53 Equity Volatility 52.0 % Discount Rate 41.0 % Risk free rate of return 3.70 % Term to maturity (years) 0.82 The following table presents changes of the convertible notes with significant unobservable inputs (Level 3) as of September 30, 2025: Schedule of changes of the convertible notes Convertible Debentures Balance at October 1, 2024 $ — Proceeds received 4,700,000 Change in fair value ( 147,347 ) Balance at September 30, 2025 at fair value $ 4,552,653 July notes (at amortized cost) 308,737 Convertible notes payable $ 4,861,390 Note 10 — Underwriter’s Agreement Upon completion of the initial public offering of Bannix IPO, the underwriters are entitled to a deferred underwriting discount of $ 225,000 , solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Additionally, the underwriters are entitled to a Business Combination marketing fee of 3.5 % of the gross proceeds of the sale of Units in the IPO upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. At the close of the Reverse Acquisition, the Company assumed $ 225,000 of underwriting discount which is included in deferred underwriting discount on the accompanying balance sheets at September 30, 2025. The amount is due on demand but payable only after the repayment of the SEPA Pre-paid Advances (See Note 9). On June 9, 2025, Bannix entered into an amendment to the underwriting agreement. Pursuant to the amendment, payments of the Business Combination marketing fee will be modified as follows: ● $ 500,000 shall be paid in cash, deferred until the later of (i) twelve (12) months after closing or (ii) the date when a key financing facility of the post-combination company is fully equitized. ● $ 1,300,000 shall be paid in shares of the post-combination company’s common stock, calculated based on the 30-day VWAP immediately following the closing date. These shares will be subject to piggyback registration rights and a lock-up that expires upon the termination or full amortization of the referenced financing facility. At the close of the Reverse Acquisition, the Company assumed $ 1,800,000 of marketing fees costs which is included in accounts payable and accrued expenses on the accompanying balance sheets at September 30, 2025. In addition, Bannix issued the underwriter (and/or its designees) (the “Representative”) 393,000 shares of Common Stock for $ 0.01 per share (the “Representative Shares”) upon the consummation of the Bannix IPO. A balance of $ 3,930 outstanding by the Representative for the Representative Shares were assumed at close at the Reverse Acquisition. As of September 30, 2025 and 2024, the Representative has not yet paid for these shares, and the amount owed of $ 3,930 is included in prepaid expenses on the consolidated balance sheets. Note 11 — Commitment and Contingencies Standby Equity Purchase Agreement On July 25, 2025, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (the “Investor”) pursuant to which the Company has the right to sell to the Investor up to $ 50 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA, from time to time during the term of the SEPA. F- 17 Upon the satisfaction of the conditions to the Investor’s purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable under the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct Investor to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Investor (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice. The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Investor. “VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. In connection with the SEPA, and subject to the condition set forth therein, Investor advanced to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $5.0 million (the “Pre-Paid Advance”) (See Note 9). The Investor, in its sole discretion and providing that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the SEPA requiring the issuance and sale of shares of common stock to the Investor at the Conversion Price in consideration of an offset of the Convertible Notes (“Investor Advance”). The Investor, in its sole discretion, may select the amount of any Pre-Paid Advance, provided that the number of shares issued does not cause the Investor to exceed the 4.99% ownership limitation, does not exceed the Exchange Cap or the number of shares of common stock that are registered. As a result of a Pre-Paid Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Investor Advance. The Company will control the timing and amount of any sales of shares of common stock to the Investor, except with respect to the Pre-Paid Advances. Actual sales of shares of common stock to the Investor as a Pre-Paid Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations. The SEPA will automatically terminate on the earliest to occur of (i) the 24-month anniversary of the date of the SEPA or (ii) the date on which the Investor shall have made payment of Advances pursuant to the SEPA for shares of common stock equal to $ 50,000,000 . The Company has the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to the Investor, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to the Investor pursuant to the Convertible Notes. The Company and the Investor may also agree to terminate the SEPA by mutual written consent. Neither the Company nor the Investor may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Investor other than by an instrument in writing signed by both parties. As consideration for the Investor’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid the Investor, (i) a structuring fee in the amount of $ 30,000 and (ii) 200,000 shares of common stock as an equity fee. Further, the Company is required to pay Investor a commitment fee of $ 500,000 of which $ 250,000 shall be due and payable on the earlier of the effective date of the initial registration statement, or 60 days following the date hereof and the remaining $250,000 shall be due and payable on the date that is 90 days following the initial due date to be paid by the issuance of such number of common shares that is equal to the applicable portion of the commitment fee divided by the average of the daily VWAPs of the common shares during the three trading days immediately prior to the applicable due date. The total consideration of $ 1,350,000 is recorded as general and administrative expenses in the accompanying statement of operations for the year ended September 30, 2025 and is inclusive of fair value if $ 470,000 of the 200,000 shares issued and $350,000 consulting fees. At September 30, 2025, $ 390,000 of the commitment fee is unpaid and included in accrued expenses on the accompanying balance sheets. F- 18 The SEPA contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. The net proceeds under the SEPA to the Company will depend on the frequency and prices at which the Company sells its shares of common stock to Investor. The Company expects that any proceeds received from such sales to Investor will be used for working capital and general corporate purposes. The SEPA fails the fixed-for-fixed equity classification test due to the Exchange Cap requiring shareholder approval, which constitutes a variable settlement contingency outside the issuer’s control. Therefore, equity classification under ASC 815-40 is precluded, and the SEPA must be accounted for as a liability (or derivative liability, as applicable). While the SEPA has an underlying (the issuer’s stock price) and a notional amount (the $50 million commitment), it does not meet the third characteristic of a derivative because it requires more than a nominal initial net investment (e.g., the $5 million Pre-Paid Advance in two tranches and related fees). Therefore, the SEPA does not meet the definition of a derivative under ASC 815-10-15-83. Accordingly, the SEPA should be recorded as non-derivative liability requiring ongoing fair value remeasurement. As of September 30, 2025, based on management assumptions the SEPA liability was zero. Joint Venture On August 25, 2025, the Company entered into a Strategic Joint Venture Agreement (the “AIPHEX Agreement”) with AIPHEX LTD (“AIPHEX”), GBT Tokenize Corp. (“TOKENIZE”), and GBT Technologies, Inc. (“GBT”). Pursuant to the AIPHEX Agreement, the parties agreed to form a joint venture limited liability company in the State of Nevada (the “JV LLC”) for the purpose of collaborating on certain designated defense and technology projects (the “Designated Projects and Background IP”). At September 30, 2025, the JV LLC was neither formed nor funded. Memorandum of Understanding On September 2, 2025, the Company entered into a Memorandum of Understanding (the “MoU”) with VEDA Aeronautics Private Limited (“VEDA”), a company incorporated under the Companies Act, 2013, of India. Pursuant to the MoU, the Company and VEDA intend to collaborate on several Indian Ministry of Defense (“MoD”) procurement programs (the “Programs”), including but not limited to: (a) Drone Kill System (Make-2) – interceptor drone development; (b) ALTV (New Generation Light Tank) – 357 tanks, with Company subsystems proposed as onboard modules; (c) FRCV (Main Battle Tank Program) – 1,770 main battle tanks; and (d) T72/T90 Retrofit Program for tanks. Under the MoU, VEDA has invited the Company to supply and develop core subsystems, including counter-UAS systems, tactical drones, radar technologies, advance protection systems (APS) systems, sensor fusion technologies, and unmanned platforms for defense and homeland security applications. The parties intend to collaborate in technical proposals, demonstrations, and joint pursuit of contracts for these Programs. Contingent Commission Payable On May 22, 2025, VisionWave Technologies executed an Addendum to an existing agreement, pursuant to which Raptor LLC was appointed as exclusive sales agent for 280,534 TFLM shares (See Note 15) and Raptor LLC will be entitled to a fixed fee of $ 50,000 , payable from the gross proceeds of the share sale of the TFLM shares. As of September 30, 2025, no sale of the TFLM shares has occurred, and VisionWave Technologies has not granted the required power of attorney over its brokerage account to enable such sales. Accordingly, the commission obligation to Raptor LLC is considered contingent. Consulting Agreement On September 26, 2025, the Company entered into a Consulting Agreement (the “CTMG Agreement”) with Crypto Treasury Management Group, LLC (“CTMG”), pursuant to which CTMG will provide advisory and strategic services to assist the Company in establishing a digital asset treasury reserve. The services include, among other things, developing a crypto treasury strategy, recommending custodians, designing staking protocols (if applicable), assisting with capital formation in collaboration with a licensed securities underwriter, and supporting regulatory and tax compliance efforts. The CTMG Agreement has an initial term of two years, subject to earlier termination under certain conditions, including for convenience with 60 days’ notice or for material breach. In consideration for the services, the Company has agreed to pay CTMG: (i) a retainer fee of $ 50,000 upon signing, which was pre-paid as an advance on September 24, 2025, with an additional $ 50,000 due upon execution of binding definitive agreements related to the crypto treasury transaction; (ii) a success fee of 17 Bitcoin (or cash equivalent) upon successful deployment of at least $20 million into crypto assets for the Company’s treasury; and (iii) 250,000 shares of the Company’s common stock upon closing of the crypto treasury transaction, subject to SEC Rule 144 restrictions and inclusion in future registration statements where applicable. The Company will also reimburse CTMG for pre-approved reasonable expenses. F- 19 Litigation From time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business. The Company defends itself vigorously in all such matters but cannot predict the outcome or effect of any potential litigation, claims or disputes. On September 5, 2025, Better Works LLC filed an action in the Supreme Court of the State of New York, New York County, captioned Better Works LLC v. VisionWave Holdings, Inc. and Douglas E. Davis, Index No. 655268/2025. The Summons with Notice asserts claims for breach of contract and seeks (i) a declaratory judgment regarding affiliate status and the applicability or expiration of certain lock-up provisions relating to private-placement units exchanged in connection with the Company’s business combination, (ii) injunctive relief permitting the plaintiff to sell such units, and (iii) monetary damages in an amount to be determined. Service of process addressed to VisionWave’s Delaware registered agent was recorded as received on September 9, 2025. On September 30, 2025, counsel for the Company and Mr. Davis served a demand for the complaint pursuant to CPLR 3012(b), expressly reserving all defenses, including objections to service and personal jurisdiction. As of the date of this Report, no complaint has been served on the defendants. The Company believes the asserted claims are without merit and intends to defend the matter vigorously. Except as described above, the Company is not a party to any other pending legal proceedings that management believes, individually or in the aggregate, would have a material adverse effect on the Company’s business, financial condition, or results of operations. Note 12— Stockholder’s Deficit Preferred Stock — The Company is authorized to issue 10,000,000 shares of preferred stock, par value $ 0.01 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2025 and 2024, there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 150,000,000 shares of common stock with par value of $ 0.01 each. As of September 30, 2025 and 2024, there were 14,521,094 and 11,000,000 shares of Common Stock issued and outstanding, respectively. Warrants As part of the Bannix IPO, Bannix issued 6,900,000 warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Bannix completed the private sale of 406,000 Private Placement warrants where each warrant allows the holder to purchase one share of the Company’s Class A common stock at $ 11.50 per share. Bannix accounted for the 6,900,000 warrants issued in connection with the IPO and private placement in accordance with the guidance contained in ASC Topic 815 “Derivatives and Hedging” whereby under that provision, the Private Warrants did not meet the criteria for equity treatment and were recorded as a liability. Accordingly, Bannix classified the Private Warrants as a liability at fair value and adjusts them to fair value at each reporting period. The Public Warrants met the classification for equity treatment. The warrants became exercisable on the later of 12 months from the closing of this offering or upon completion of its initial Business Combination and will expire five years after the completion of Reverse Acquisition, at 5:00 p.m., Eastern Time, or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption, to each warrant holder; and F- 20 ● if, and only if, the reported last sale price of the Public Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. ● if, and only if, there is a current registration statement in effect with respect to the issuance of the shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption. At the time of the Reverse Acquisition, The Private Placement Warrants became identical to the Public Warrants underlying the Units sold in the Bannix IPO. The Private Placement Warrants were classified as Equity upon close of the Reverse Acquisition. During the year ended September 2025 and the period from March 20, 2024 (inception) to September 30, 2024, 1008 and 0 warrants were exercised. At September 30, 2025, there were 7,304,992 warrants outstanding. Conversion of public and private rights On July 14, 2025, at the close of the Reverse Acquisition, 6,900,000 public rights and 406,000 private rights under Bannix were converted for Common shares on a ten-to-one basis. Stock based compensation Omnibus Equity Incentive Plan On August 5, 2025, the Board of Directors (the “Board”) of Bannix adopted Bannix’s 2025 Omnibus Equity Incentive Plan (the “Plan”), which authorizes the issuance of up to 7,000,000 shares of Bannix’s common stock, par value $ 0.01 per share (the “Common Stock”). The Plan is subject to approval by Bannix’s shareholders within twelve (12) months of the Board’s adoption date. If shareholder approval is obtained, the Plan will become effective as of August 5, 2025. The Plan provides for the grant of various equity-based awards, including non-qualified stock options, incentive stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance unit awards, unrestricted stock awards, distribution equivalent rights, or any combination thereof. The Plan is intended to assist Bannix in attracting, retaining, and incentivizing key management employees, directors, and consultants, and to align their interests with those of Bannix’s shareholders. Stock Options On August 6, 2025 and September 2, 2025, the Company entered into several employment agreements, pursuant to which the Company granted 6,350,000 options to employees with vesting periods of 4 years and exercise price of $ 7.2 and $ 9.09 , respectively. For the year ended September 30, 2025 and the period from March 20, 2024 (inception) to September 30, 2024, total stock-based compensation related to the employments agreements was $ 511,847 and $ 0 and included in general and administrative expense on the accompanying consolidated statements of operations. On July 16, 2025, the Company entered into a consultant non statutory stock option agreement with a vendor, pursuant to which the vendor was granted 500,000 stock options that vested immediately at an exercise price of $ 3.27 . For the year ended September 30, 2025 and the period from March 20, 2024 (inception) to September 30, 2024, total stock based compensation of $ 2,481,283 and $ 0 , respectively, related to this grant was included in general and administrative expense on the accompanying consolidated statements of operations. The assumptions used in the Black-Scholes model during the years ended September 30, 2025, are set forth in the table immediately below: Schedule of Black-Scholes model June 30, 2025 Exercise price 3.27 – 9.09 Risk-free interest rate 3.58 – 3.91 % Volatility 101.4 – 114.4 % Expected life (years) 3.19 - 5.00 Dividend yield $ 0 % The following is an analysis of the stock option grant activity: Schedule of stock option grant activity Number Weighted Average Exercise Price Weighted Average Remaining Life Outstanding at September 30, 2024 — $ — — Granted 6,850,000 7.42 5.23 Expired — — — Exercised — — — Outstanding at September 30, 2025 6,850,000 $ 7.42 5.23 Exercisable at September 30, 2025 — F- 21 The Company will recognize the remaining total stock-based compensation of $ 31,128,519 in future periods as follows: Schedule of recognize the remaining total stock-based compensation Year Amount Remainder of 2025 $ 2,009,847 2026 8,039,388 2027 8,039,388 2028 8,039,388 2029 5,000,388 Total $ 31,128,519 Restricted stock units (“RSUs”) On August 1, 2025, the Company entered into agreements with three independent directors, pursuant to which each independent directors will be granted $ 60,000 of restricted stock units annually. The restricted stock units will vest after 1 year of service. During the year ended September 30, 2025 and the period from March 20, 2024 (inception) to September 30, 2024, the Company issued 15,735 shares and 0 shares, respectively to the independent directors pursuant to the agreement and representing $ 60,000 in restricted stock payable to each independent director. For the year ended September 30, 2025 and the period from March 20, 2024 (inception) to September 30, 2024, the Company recorded stock based compensation expense related to the RSUs of $ 30,000 and $ 0 , respectively. At September 30, 2025 and 2024, unearned compensation is $ 150,000 and $0, respectively and will be recognized in future years. Issuance of shares to former directors On August 9, 2025, the Company entered into compensation agreements with three former directors, pursuant to which each director will receive $120,000 payable in cash or shares. Two directors elected to receive a total of $125,000 in shares and on September 10, 2025, total shares of 10,927 were issued. For the year ended September 30, 2025, total stock based compensation of $125,000 related to the compensation agreements with three former directors was included in general and administrative expense on the accompanying consolidated statements of operations. Other share issuances As outlined in Note 9, the Company issued 200,000 shares of Common stock at a fair value of $ 470,000 pursuant to the SEPA. At the close of the Reverse Acquisition, Bannix owed a vendor 22,500 shares pursuant to an agreement for the provision of services. On July 25, 2025, the Company issued the Common Shares to the vendor to satisfy the outstanding obligation. F- 22 Note 13 — Gain on Sale of Marketable Securities On June 4, 2024, VW Tech invested in 10 million shares Avant Technologies, Inc. (“AVAI”). On February 28, 2025 and March 5, 2025, VW Tech sold 264,112 of AVAI shares for net proceeds of $ 114,111 for a total gain of $104,656 on sale of marketable securities. On April 28, 2025, the Company sold its remaining holding of 9,735,888 shares of AVAI, which were recorded at par value of $ 0.001 per share to a third party in exchange for 280,534 shares of Tofla Megaline Inc. (“TFML”). The Company determined that the quoted price of the TFLM shares was not a reliable indicator of fair value at the measurement date as the historical price data indicates that TFLM shares consistently reflected zero daily trading volume over an extended period. Therefore, the Company measured the TFLM shares received at par value of $0.001 per share, which was deemed the most reliable and supportable estimate of fair value at the transaction date under ASC 820. As a result of this non-cash exchange, the Company recognized a loss on sale of the 9,735,888 share of AVAI of approximately $ 9,455 . The total gain on sale of AVAI shares of $ 104,656 is recorded in the recorded as gain on sale of marketable securities on the consolidated statements of operations. At September 30, 2025 and 2024, the total par value of TFML shares of $ 281 and $ 0 , is recorded as investment in marketable securities available for share on the consolidated balance sheets. F- 23 Note 14 — Income Tax The income tax provision for the year ended September 30 2025 and the period from March 20, 2024 (inception) to September 30, 2024 consists of the following: Schedule of income tax provision September 30, 2025 2024 Current Federal $ — $ — State — — Deferred Federal ( 1,145,726 ) ( 69,745 ) State — — Change in valuation allowance 1,145,726 69,745 Income tax provision $ — $ — Deferred income tax assets and liabilities result primarily from temporary differences in the recognition of various expenses for tax and financial statement purposes, and from the recognition of the tax benefits of net operating loss carryforwards. The Company’s net deferred tax assets (liability) at September 30, 2025 and 2024 are as follows: Schedule of deferred tax assets (liability) September 30, 2025 2024 Deferred tax asset (liability) Research & Development expenses $ 15,003 $ — Stock based compensation 538,487 — Net operating loss 728,566 69,745 Amortization of R&D ( 5,251 ) — Total deferred tax asset 1,276,805 69,745 Valuation allowance ( 1,276,805 ) ( 69,745 ) Deferred tax asset, net of allowance $ — $ — The Company’s net operating loss carryforward as of September 30, 2025 and 2024 amounted to $ 728,566 and $ 69,745, will be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended September 30 2025 and the period from March 20, 2024 (inception) to September 30, 2024, the change in the valuation allowance was $1,276,805 and $69,745, respectively. F- 24 A reconciliation of the federal income tax rate to the Company’s effective tax rate at September 30 2025 and 2024 is as follows: Schedule of effective tax rate September 30, 2025 2024 Statutory federal income tax rate 21 % 21 % State taxes, net of federal tax benefit — — Change in valuation allowance ( 21 )% ( 21 )% Income tax provision 0 % 0 % The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. There were no penalties or interest accrued as of, nor recognized during the years ended December 31, 2024 and 2023. As of December 31, 2024 and 2023, the Company has not recorded an amount of gross unrecognized tax benefits for uncertain tax positions for the current or prior year planned tax filing positions. No unrecognized tax benefits are applicable for prior periods. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception. The Company has not filed its 2023 and 2024 tax returns. At the close of the Reverse Acquisition, the Company assumed $ 959,639 of income tax expenses inclusive of interest and penalties. The Company has incurred an additional $ 35,065 in interest and penalties for its failure to file and pay its taxes from the close of the Reverse Acquisition to September 30, 2025. Until remedied, the Company will continue to incur these expenses. Note 15 — Segment Information ASC Topic 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. The CODM assesses performance for the single segment and decides how to allocate resources based on operating loss that also is reported on the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: Schedule of Segment Information For the year ended September 30, For the Period from March 20, 2024 (inception) to September 30, 2024 2025 2024 General and administrative $ 5,416,619 $ 328,469 Research and development 156,462 3,650 Sales and marketing 1,168,108 — Loss from operations $ ( 6,741,189 ) $ ( 332,119 ) F- 25 The key metrics included in segment profit or loss reviewed by the CODM are operating costs. The CODM reviews operating costs to manage and forecast cash to ensure enough capital is available to meet operational needs and fund research and development efforts. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Note 16— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date of the filing of this report. The Company did not identify any subsequent events, other than disclosed in the Notes and discussed below, that would have required adjustment or disclosure in these consolidated financial statements. AI Infrastructure Agreement On October 5, 2025, the Company entered into an Order Form (the “Agreement”) with PVML Ltd., a Tel Aviv–based provider of secure data-AI infrastructure. The Agreement establishes a strategic collaboration to integrate PVML’s secure, real-time data-AI infrastructure with the Company’s radar and AI-driven computer-vision technologies to enable secure, autonomous mission-data systems for defense and homeland-security applications. The terms of the Agreement include: ● The initial term is twelve (12) months, automatically renewable for successive one-year periods unless either party gives 60-days’ prior notice of non-renewal. ● The Company will pay total consideration of $ 600,000 , consisting of (i) a cash component of $ 250,000 payable upon execution and (ii) an equity component valued at $ 350,000 , to be settled through the issuance of 35,000 shares of the Company’s common stock valued at $ 10.00 per share. ● The Agreement provides for a yearly platform fee covering 2.4 million PVML Units (“PUs”) of data-processing capacity, with usage fees for consumption beyond that level. ● Each party retains ownership of its respective intellectual property, and the Company will own all outputs and derivatives generated through its use of the PVML platform. December 2025 Share Purchase Agreement On December 15, 2025, in connection with the closing of the Acquisition (as defined below), the Company (or “Buyer”) entered into Amendment No. 1 (the “Amendment”) to the Share Purchase Agreement dated as of December 3, 2025 (the “Agreement”), with BladeRanger Ltd., a company organized under the laws of Israel and listed on the Tel Aviv Stock Exchange under the ticker “BLRN” (“Seller”), and Solar Drone Ltd., an Israeli corporation (the “Target Company”). Pursuant to the Amendment, Section 2.2 of the Agreement was amended to provide that, in consideration for all of the issued and outstanding shares of the Target Company (the “Company Shares”), the Company shall issue and deliver to the Seller (or its designee(s)): (a) 1,500,000 shares of the Company’s common stock, $0.01 par value per share (the “Buyer Shares”); and (b) 300,000 Pre-Funded Common Stock Purchase Warrants (the “Initial PFWs”), each exercisable for one share of the Company’s common stock on the terms set forth in the form attached as Exhibit A to the Agreement and filed as Exhibit 4.1 hereto. The Amendment also provides for the issuance of additional Pre-Funded Common Stock Purchase Warrants in the form attached as Exhibit 4.1 hereto (the “Additional PFWs” and, together with the Initial PFWs, the “Pre-Funded Warrants”) if the average daily volume-weighted average price (“VWAP”) of the Company’s common stock for the five Trading Day period immediately preceding the date of effectiveness of the registration statement registering the resale of the Buyer Shares and Warrant Shares (as defined below) is less than $12.00 per share. In such event, the number of Additional PFWs shall equal the difference between (x) $21,600,000 divided by such average daily VWAP and (y) 1,800,000, to be issued within two Business Days following the effectiveness of such registration statement. The Pre-Funded Warrants are exercisable immediately upon issuance at a nominal exercise price of $0.01 per share (with the aggregate exercise price, except for such nominal amount, pre-funded to the Company) and will remain exercisable until exercised in full, subject to customary adjustments, beneficial ownership limitations (9.99%), and an exchange cap of 19.99% of the Company’s outstanding common stock prior to the initial exercise date unless shareholder approval is obtained pursuant to Nasdaq Listing Rule 5635. The Warrant Shares issuable upon exercise of the Pre-Funded Warrants are subject to the registration rights set forth in the Agreement. F- 26 On December 15, 2025, the Company completed the acquisition (the “Acquisition”) of all of the Company Shares of the Target Company from the Seller pursuant to the Agreement, as amended by the Amendment described in Item 1.01 above. The Acquisition is material to the Company and constitutes a significant acquisition under Rule 3-05 of Regulation S-X. In consideration for the Company Shares, the Company issued to the Seller 1,500,000 Buyer Shares and 300,000 Initial PFWs, and may issue Additional PFWs as described in Item 1.01 above. The Buyer Shares and Initial PFWs were issued in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Target Company is an Israeli corporation engaged in the development of solar-powered drone technology. The Acquisition is material to the Company and constitutes a significant acquisition under Rule 3-05 of Regulation S-X, requiring the filing of financial statements of the Target Company. The material terms of the Agreement were previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2025, and are incorporated herein by reference. The Company will file the required financial statements of Solar Drone Ltd. and pro forma financial information related to the Acquisition by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed. Advance to C.M. Composite Materials Ltd On December 26, 2025, VisionWave Holdings, Inc. advanced principal in the amount of $398,345 to C.M. Composite Materials Ltd., an Israeli corporation (“CM”). In connection with the advance, CM delivered a Promissory Note to the Company (the “ CM Note”). The CM Note has a 24-month maturity, with the outstanding principal due and payable on December 31, 2027, unless repaid earlier. The CM Note does not bear interekenigst unless an event of default occurs, in which case interest accrues at a rate of 5% per annum, or the maximum rate permitted by applicable law, if lower. The CM Note may be prepaid at any time without premium or penalty. The proceeds of the Note were funded on December 26, 2025. The CM Note constitutes a binding and enforceable obligation of CM. The CM Note is a stand-alone financial obligation and is not contingent upon the completion of any acquisition, merger, or other strategic transaction. Changes to Board of Directors and Officers On December 29, 2025, Noam Kenig resigned as Chief Executive Officer and as a member of the Board of Directors (the "Board") of the Company, effective immediately for personal reasons. Mr. Kenig's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On December 29, 2025, the Board appointed Douglas Davis, the Company's current Executive Chairman, to serve as Interim Chief Executive Officer, effective immediately. Mr. Davis will continue to serve as Executive Chairman while performing the duties of Interim Chief Executive Officer. There are no new compensatory arrangements entered into with Mr. Davis in connection with this appointment, and no material changes to his existing compensatory arrangements. On December 29, 2025, the Board appointed Eric Shuss, who currently serves as a director of the Company, as Independent Lead Director, effective immediately. There are no compensatory arrangements entered into with Mr. Shuss in connection with this appointment beyond the standard compensatory arrangements for non-employee directors previously disclosed by the Company. Exercise of the Company warrants The Company received $5,6987,365 Since September 30, 2025 to December 30, 2025 for 495,510 warrants that been exercised paying $11.50 per warrant. As such the Company issued 495,510 shares for said warrants exercise. F-27