Item
1.01. Entry into a Material Definitive Agreement
As
previously disclosed, at a special meeting of the stockholders (the “Special Meeting”) of Bannix Acquisition Corp.
(“Bannix”) held on March 8, 2023, 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 March 14, 2023, 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 twelve (12) times by an additional one (1) month each time after March 14, 2023 or later
extended deadline date, by resolution of the Company’s board of directors (the “Board”), if requested by Instant
Fame, LLC, a Nevada limited liability company (“Sponsor”), upon five days’ advance notice prior to the applicable
deadline date, until March 14, 2024, or a total of up to twelve (12) months after March 14, 2023 (such date as extended, the “Deadline
Date”), 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) $75,000 or (y) $0.07 per public share multiplied by the number of public shares outstanding
(the “Contribution”), in connection with each Extension.
In
connection with the Sponsor’s contribution for the Extension, on April 13, 2023, Bannix issued an unsecured promissory note
to the Sponsor with a principal amount equal to $75,000 (the “Extension Note”). The Extension Note bears no interest
and is 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. If Bannix does not consummate an initial business combination by the Deadline Date,
the Notes will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven.
On
April 13, 2023, the Board, at the request of the Sponsor, determined to implement a second Extension and to extend the Deadline
Date for an additional month to May 14, 2023.
The
foregoing description is qualified in its entirety by reference to the Extension Note, copies of which is attached as Exhibit
10.1 and is incorporated herein by reference.