Form 8-K - Current report

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

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

 

Date of Report (Date of earliest event reported): September 13, 2024

 

Bannix Acquisition Corp.

 (Exact Name of Registrant as Specified in its Charter)

 

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

 

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

 

Registrant’s telephone number, including area code: [phone]

 

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

  

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

  

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

  

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

  

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

 

Emerging growth company ☒

 

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

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

As previously disclosed, at a special meeting of the stockholders (the “Meeting”) of Bannix Acquisition Corp. (“Bannix”) held on September 6, 2024, Bannix’s stockholders voted in favor of a proposal to amend Bannix’s Amended and Restated Certificate of Incorporation (as amended, the “Amended Charter”) to extend the date (the “Extension”) by which the Company must (1) complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (an “initial business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem 100% of the Company’s common stock (“common stock”) included as part of the units sold in the Company’s initial public offering that was consummated on September 14, 2021 (the “IPO”), from September 14, 2024, as extended, and to allow the Company, without another stockholder vote, to further extend the date to consummate a Business Combination on a monthly basis up to six (6) times by an additional one (1) month each time after September 14, 2024 by resolution of the Company’s Board of Directors, if requested by the Company’s sponsor, Instant Fame, LLC, a Nevada limited liability company, upon five days’ advance notice prior to the applicable deadline date, until March 14, 2025, or a total of up to six (6) months after September 14, 2024, unless the closing of a business combination shall have occurred prior thereto

 

Also, as previously disclosed, if an Extension is implemented, the sponsor of Bannix, Sponsor or its designees will deposit into the trust account, as a loan, the lesser of (x) $25,000 or (y) $0.05 per public share multiplied by the number of public shares outstanding (the “Contribution”), in connection with each Extension.

 

On September 13, 2024, the Board, at the request of the Sponsor, determined to implement the nineteenth Extension and to extend the Deadline Date for an additional month to October 14, 2024. The $16,237.40 for the nineteenth Extension was provided to the trust on September 13, 2024.

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On September 13, 2024, Bannix Acquisition Corp. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because the Company did not complete a business combination within 36 months of the effectiveness of its initial public offering (IPO) registration statement, the Company’s securities are subject to delisting from The Nasdaq Stock Market under Nasdaq Listing Rule IM-5101-2.

 

The letter further stated that unless the Company appeals Nasdaq’s determination by September 20, 2024, trading of the Company’s securities will be suspended at the opening of business on September 24, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”) to remove the Company’s securities from listing and registration on Nasdaq.

 

The Company intends to appeal Nasdaq’s determination to a Hearings Panel, which will stay the suspension of trading of the Company’s securities pending the Panel’s decision. The Company is preparing a compliance plan and will provide further details as they become available. The Company plans to present its views with respect to continued listing to the Hearings Panel at a hearing. Throughout this process, the Company’s securities will continue to trade on Nasdaq under the symbol “BNIX”. There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance with the applicable Nasdaq listing requirements

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On September 16, 2024, Bannix issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing the extension of the Deadline Date to October 14, 2024.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by Bannix that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

 

Item 8.01 Other Events.

 

As previously disclosed, on March 26, 2024, the Company entered into a Business Combination Agreement with VisionWave Technologies, Inc., a Nevada corporation (“Target”), and the shareholders of Target.

 

Further, on September 6, 2024, the Company entered into a Merger Agreement and Plan of Reorganization with VisionWave Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Bannix, and certain other parties related to the transaction. This transaction is still in progress and, despite delays caused by the October 2023 Hamas-Israel war, the Company has completed its due diligence and expects to finalize the business combination shortly.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them publicly in light of new information or future events.

 

Item 9.01 Financial Statements and Exhibits

  

(d) Exhibits. The following exhibits are filed with this Form 8-K:

  

Exhibit Number	Description
99.1	Press Release dated September 16, 2024
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

 

 

 

SIGNATURES

 

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

  

Dated: September 16, 2024
BANNIX ACQUISITION CORP.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Chief Executive Officer

 

 

 

 

EXHIBIT 99.1

 

Bannix Acquisition Corp. Announces Monthly Extension to Complete its Initial Business Combination

 

Wilmington, DE, September 16, 2024 (GLOBE NEWSWIRE) - Bannix Acquisition Corp. (“Bannix”) announced today that its board of directors (the “Board”) has decided to extend the date by which Bannix must consummate an initial business combination (the “Deadline Date”) from September 14, 2024 for an additional month, to October 14, 2024.

 

As previously disclosed, at an annual meeting of its stockholders held on September 6, 2024, Bannix’ stockholders voted in favor of a proposal to amend Bannix’s Amended and Restated Certificate of Incorporation (as amended, the “Amended Charter”) to provide Bannix with the right to extend the Deadline Date up to six times for an additional one month each time (the “Extension”) until March 14, 2025.

 

Also as previously announced, if an Extension is implemented, the sponsor of Bannix, Instant Fame LLC (the “Sponsor”), or its designees will deposit into the trust account, as a loan, the lesser of (x) $25,000 and (y) $0.05 for each share that is not redeemed in connection with the special meeting.

 

On September 13, 2024, the Board, at the request of the Sponsor, decided to implement the nineteenth Extension and to extend the Deadline Date for an additional month to October 14, 2024.

 

About Bannix Acquisition Corp.

 

Bannix Acquisition Corp. is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

 

Forward-Looking Statements

 

This press release and oral statements made from time to time by representatives of the Company may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact :

 

Bannix Acquisition Corp

Douglas Davis, CEO

[phone]

[e-mail]

 

 

 

Cover	Sep. 13, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 13, 2024
Entity File Number	1-40790
Entity Registrant Name	Bannix Acquisition Corp.
Entity Central Index Key	0001845942
Entity Tax Identification Number	86-1626016
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	300 Delaware Ave.
Entity Address, Address Line Two	Suite 210 # 301
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	(302)
Local Phone Number	305-4790
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.01 per share
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BNIX
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	BNIXW
Security Exchange Name	NASDAQ
One Right to receive 1/10th of one share of Common Stock
Title of 12(b) Security	One Right to receive 1/10th of one share of Common Stock
Trading Symbol	BNIXR
Security Exchange Name	NASDAQ

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