Current Report Filing (8-k)
May 12 2023 - 8:31AM
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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):
May 12, 2023
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.) |
8265 West Sunset Blvd., Suite # 107 West Hollywood, CA |
|
90046 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (323) 682-8949
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 “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 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.
On
May 12, 2023, the Board, at the request of the Sponsor, determined to implement a third Extension and to extend the Deadline Date
for an additional month to June 14, 2023. The $75,000 for the third Extension were provided by EVIE Autonomous Ltd., which was
previously funded to the Company on April 19, 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.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 7.01 Regulation
FD Disclosure.
On
May 12, 2023, 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 June 14, 2023.
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 9.01 |
Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
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: May 12, 2023 |
|
|
|
BANNIX ACQUISITION CORP. |
|
|
|
By: |
/s/ Douglas Davis |
|
Name: |
Douglas Davis |
|
Title: |
Chief Executive Officer |
|
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