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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): August 15, 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 7.01 |
Regulation FD Disclosure. |
As previously announced, on
August 8, 2023 Bannix Acquisition Corp. (the “Company”) entered into a Patent Purchase Agreement (“PPA”) with
GBT Tokenize Corp. (“Tokenize”), which is 50% owned of GBT Technologies Inc., which provided its consent, to acquire the entire
right, title, and interest of certain patents and patent applications providing an intellectual property basis for a machine learning
driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs 2D/3D images of stationary and
in motion objects (the “Patents”). The closing date of the PPA will be immediately follow the closing of the transaction described
in that certain Business Combination Agreement entered between the Company, EVIE Autonomous Group Ltd. (“EVIE”) and the shareholders
of EVIE (the “BCA”). The purchase price to be paid by the Company for the Patents will be equal to 5% of the consideration
that the Company is paying to the shareholders of EVIE. The BCA sets the consideration to be paid by the Company at $850 million and,
in turn, the consideration in the PPA to be paid to Tokenize is $42.5 million.
On August 15, 2023, Bannix issued a press release.
Furnished as Exhibit 99.1 and incorporated herein by reference is the press release.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to
be incorporated by reference into the filings of Bannix under the Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings.
This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
Certain statements made herein
are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities
Act, Section 21E of the Exchange Act and the “safe harbor” provisions under the Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited
to, statements regarding future events, the expectation that the Transactions between Bannix and the Company will occur, the estimated
or anticipated future results and benefits of Bannix following the Transactions, including its ability to successfully execute is business
plan, the likelihood and ability of the parties to successfully consummate the Transactions and future opportunities for Bannix and other
statements that are not historical facts.
These statements are based on
the current expectations of Bannix’s and/or the Company’s management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by
any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
Bannix and the Company. These statements are subject to a number of risks and uncertainties regarding the Company’s business and
the Transactions, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic,
political and business conditions; the inability of the parties to consummate the Transactions or financing if required; the occurrence
of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the number
of redemption requests made by Bannix’s shareholders in connection with the transactions; the outcome of any legal proceedings that
may be instituted against the parties following the announcement of the transactions; the risk that the approval of Bannix’s shareholders
for the potential transaction is not obtained; the anticipated capitalization and enterprise value of Bannix following the consummation
of the transactions; the ability of Bannix to issue equity, equity-linked or other securities in the future; expectations related to the
terms and timing of the transactions; failure to realize the anticipated benefits of the transactions, including as a result of a delay
in consummating the transactions; the risk that the transactions may not be completed by Bannix’s business combination deadline
and the potential failure to obtain an extension of its business combination deadline, if sought by Bannix; the risks related to the rollout
of the Company’s business and the timing of expected business milestones; the ability of Bannix to execute its growth strategy,
manage growth profitably and retain its key employees; the ability of Bannix to maintain the listing of its securities on the NASDAQ following
the transactions; costs related to the transactions; and other risks that will be detailed from time to time in filings with the SEC,
including those risks discussed under the heading “Risk Factors” in Bannix’s Annual Report on Form 10-K for the year
ended December 31, 2022 filed with the SEC on April 11, 2023. The foregoing list of risk factors is not exhaustive. There may be additional
risks that could also cause actual results to differ from those contained in these forward-looking statements. In addition, forward-looking
statements provide Bannix’s expectations, plans or forecasts of future events and views as of the date of this Report. And while
Bannix may elect to update these forward-looking statements in the future, Bannix specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing Bannix’s assessments as of any date subsequent to the date
of this Report. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that the results of such forward-looking
statements will be achieved.
Additional Information and Where to Find It
In connection with the transactions,
Bannix and the Company are expected to prepare preliminary and definitive proxy statements to be distributed to Bannix’s shareholders
in connection with Bannix’s solicitation for proxies for the vote by Bannix’s shareholders in connection with the transactions
and other matters as described therein. Upon filing a definitive proxy statement with the SEC, Bannix will mail a definitive proxy statement
and other relevant documents to its shareholders as of the record date established for voting on the transactions. Bannix’s shareholders
and other interested persons are advised to read, once available, the preliminary proxy statement and any amendments thereto and, once
available, the definitive proxy statement, in connection with Bannix’s solicitation of proxies for its special meeting of shareholders
to be held to approve, among other things, the transactions, because these documents will contain important information about Bannix,
the Company and the transactions. This Report is not a substitute for the definitive proxy statement or any other document that Bannix
will send to its shareholders in connection with the Transactions.
INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND THE PARTIES TO THE TRANSACTIONS.
Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with
the SEC free of charge at www.sec.gov. The definitive proxy statement (if and when available) will be mailed to shareholders of Bannix
as of a record date to be established for voting on the business combination. Shareholders of Bannix will also be able to obtain copies
of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request
to: Bannix Acquisition Corp., 8265 West Sunset Blvd., Suite # 107, West Hollywood, CA 90046.
Participants in the Solicitation
The Company, Bannix and their
respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the
solicitation of proxies of Bannix’s shareholders in connection with the transactions. Investors and security holders may obtain
more detailed information regarding Bannix’s directors and executive officers in Bannix’s filings with the SEC, including
Bannix’s Annual Report on Form 10-K, and amendments thereto, and Quarterly Report on Form 10-Q, in each case, as filed with the
SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Bannix’s
shareholders in connection with the Transactions, including a description of their direct and indirect interests, which may, in some cases,
be different than those of Bannix’s shareholders generally, will be set forth in the Registration Statement. Shareholders, potential
investors and other interested persons should read the Registration Statement carefully when it becomes available before making any voting
or investment decisions.
No Offer or Solicitation
This Report is for informational
purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the
solicitation of any vote in any jurisdiction pursuant to the Transactions or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: August 16, 2023 |
|
|
|
BANNIX ACQUISITION CORP. |
|
|
|
By: |
/s/ Douglas Davis |
|
Name: |
Douglas Davis |
|
Title: |
Chief Executive Officer |
|
EXHIBIT 99.1
Bannix Acquisition Corp. & GBT Technologies,
Inc. Announce Execution of Patent Purchase Agreement
Bannix to Acquire GBT’s Apollo IP to Enhance
Autonomous Vehicle Perception and Mapping
Purchase Price of $42,500,000 to be paid in shares
of Preferred Stock
Los Angeles, CA – August 15, 2023 – Bannix Acquisition
Corp. (NASDAQ : BNIX) and GBT Technologies Inc. (OTC : GTCH), a leading developer of innovative wireless communication products and services
through GBT Tokenize Corp. (“Tokenize”), which GTCH holds 50% of, today announced that they entered into a definitive Patent
Purchase Agreement pursuant to BNIX is acquiring the Apollo IP system for $42,500,000 payable in shares of Preferred Stock of BNIX.
The Apollo IP system, which consists of four (4) granted patents and one
(1) pending, is a revolutionary radio frequency-based computer vision technology that, upon full development, can provide autonomous vehicles
with superior perception and mapping capabilities in all lighting conditions and weather. The Apollo IP system uses radio waves to transmit
and receive data from objects in the environment. This data is then processed by advanced artificial intelligence algorithms to create
a 3D image of the surrounding area. The Apollo IP system is able to detect objects at longer distances and with greater accuracy than
traditional optical sensors, cameras and LiDAR. It is also not affected by lighting conditions or weather, making it ideal for autonomous
vehicles that operate in a variety of environments. It may enable BNIX to provide its customers with the most advanced autonomous vehicle
perception technology available.
“We are excited to enter this agreement with Bannix through Tokenize,”
said Mansour Khatib, CEO of GBT Technologies. “We believe this technology is a potential game-changer for the autonomous vehicle
industry. It is our goal to allow BNIX customers to develop safer, more reliable autonomous vehicles that can operate in any environment.”
“We are excited to announce our acquisition agreement with Tokenize.
We believe this strategic acquisition will allow us to partner with multiple integrators of autonomous vehicles. We believe it will also
enhance our Business Combination partner Evie Autonomous Group’s exciting, patent-pending, AI enhanced radar vision system that
allows vehicles to perceive their environment, using 4D radar and algorithms to intelligently interpret the sensor data and unlock tremendous
value and position us as a leader in the autonomous technology space. Together, we will drive the future of mobility and revolutionize
the way people experience transportation” said Doug Davis, CEO of Bannix Acquisition Corp.
Added Steven Lake, founder and CEO of Evie Autonomous Group: “The
time is now to deliver world-class automation, robotics, and AI to off-highway environments. This combination will accelerate our progress
and bring our proven solutions and technology to the attention of partners around the globe. I am excited to work with Bannix to improve
productivity, profitability, and safety in multiple sectors.”
The Apollo system asset purchase is expected to close in the fourth quarter
of 2023. The purchase price for the Apollo system is $42.5 million, which will be paid in shares of BNIX Series A Preferred Stock. Tokenize
agreed with BNIX that in no event the consideration will be less than $30,000,000 which then may give Tokenize the option to cancel the
agreement.
No assurances can be made that the proposed transactions
will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to board and shareholder
approval of both companies, regulatory approvals and other customary conditions. Moreover, there is no guarantee that the BNIX, Evie Autonomous
Group, GBT Technologies and/or Tokenize will be successful in researching, developing or implementing this system. There is no guarantee
that the parties will be successful in any or all of these critical steps.
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.
About Evie Autonomous
Evie Autonomous Limited is a business incorporated in England & Wales
based in Stoke-on -Trent. It was founded by Mr. Steven Lake who is involved in motorsport and has built several successful global businesses
within the Tier 1 automotive supply chain to blue chip OEMs and includes supplying FIA and NASCAR. Evie Autonomous has the mission to
accelerate the transformation from low level autonomy to safer, cleaner fully autonomous movement of people and goods. The Evie Autonomous
journey began five years ago in the R&D sector, producing complete systems at low-cost, and now is seeking to expand and grow globally,
mile by self-driving mile.
About GBT Technologies
GBT Technologies, Inc. (OTC
PINK: GTCH) (“GBT”) (http://gbtti.com) is a development stage company which considers itself an expert in the areas of Internet
of Things (IoT), Artificial Intelligence (AI) and Enabled Mobile Technology Platforms used to increase IC performance. GBT has assembled
a team with extensive technology expertise and is building an intellectual property portfolio consisting of many patents. GBT’s
mission is to license technology and IP to synergistic partners in the areas of hardware and software. Once commercialized, it is GBT’s
goal to have a suite of products including smart microchips, AI, encryption, Blockchain, IC design, mobile security applications, database
management protocols, with tracking and supporting cloud software (without the need for GPS). GBT envisions this system as a creation
of a global mesh network using advanced nodes and super performing new generation IC technology. The core of the system will be its advanced
microchip technology; technology that can be installed in any mobile or fixed device worldwide. GBT’s vision is to produce this
system as a low cost, secure, private-mesh-network between all enabled devices. Thus, providing shared processing, advanced mobile database
management and sharing while using these enhanced mobile features as an alternative to traditional carrier services.
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.
Additional Information and Where to Find It
If a definitive agreement is entered into in connection with the proposed
transaction, Bannix will prepare a proxy statement (the “Proxy Statement”) to be filed with the United States Securities and
Exchange Commission (the “SEC”) and mailed to its stockholders. Bannix urges its investors and other interested persons to
read, when available, the Proxy Statement, as well as other documents filed with the SEC, because these documents will contain important
information about the proposed transaction. The Proxy Statement, once available, can be obtained, without charge, at the SEC’s website
(http://www.sec.gov).
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of any business combination. This release shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation
Bannix and certain of its respective directors and executive officers may
be deemed to be participants in the solicitation of proxies, in favor of the approval of the proposed transaction related matters. Information
regarding Bannix’s directors and executive officers is contained in the section of Bannix’s Form 10-K for the year ended December
31, 2022 filed with the SEC on April 11, 2023. Additional information regarding the interests of those participants and other persons
who may be deemed participants in the transaction may be obtained by reading the Proxy Statement and other relevant documents filed with
the SEC when they become available.
Contact:
Bannix Acquisition Corp.
Doug Davis, CEO
(323) 682-8949
doug.davis@bannixacquisition.com
GBT Technologies, Inc.
Mansour Khatib, CEO
info@gbtti.com
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|
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|
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|
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Bannix Acquisition (NASDAQ:BNIX)
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