Form 8-K - Current report
October 06 2023 - 4:16PM
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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): October
5, 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.
Attached as Exhibit 99.1 to this
Current Report is the form of presentation that the management of Evie Autonomous Group Ltd., a private Company formed
under the Laws of England and Wales (“EVIE”), intends to use in connection with certain meetings and presentations
with investors and other interested parties from time to time.
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.
Additional Information and Where to Find It
The proposed business combination will be submitted
to stockholders of Bannix Acquisition Corp. (the “Company”) for their consideration. The Company intends to file a preliminary
and definitive proxy statements to be distributed to the Company’s stockholders in connection with the Company’s solicitation
for proxies for the vote by the Company’s stockholders in connection with the proposed business combination and other matters as
will be described in the proxy statement. The Company will mail a definitive proxy statement and other relevant documents to its stockholders
as of the record date established for voting on the proposed business combination. The Company’s stockholders and other interested
persons are advised to read, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available,
the definitive proxy statement / prospectus, in connection with the Company’s solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the proposed business combination, because these documents will contain important
information about the Company, EVIE and the proposed business combination. Stockholders may also obtain a copy of the preliminary or definitive
proxy statement, once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents
filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov. The documents filed by the Company
with the SEC also may be obtained free of charge at the Company’s website at https://www.bannixacquisition.com/#investorrelations
or upon written request to Bannix Acquisition Corp., 8265 West Sunset Blvd., Suite # 107 West
Hollywood, CA 90046.
Participants in the Solicitation
The Company, EVIE and certain of their respective
directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from the Company’s stockholders in connection with the proposed business combination. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with
the proposed business combination will be set forth in the Company’s proxy statement when it is filed with the SEC. Additional information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the
proxy statement / prospectus when it becomes available. Stockholders, potential investors and other interested persons should read the
proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
Forward-Looking Statements
This
Current Report on Form 8-K contains 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, that involve risks, uncertainties, and assumptions that are difficult
to predict. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements
regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations,
are forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “can,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” or “should,”
or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s
current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result
of various important factors, including, without limitation, its limited operating history, competitive factors in the Company’s
and EVIE’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the
Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein
speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking
statements to reflect subsequent events or circumstances, except as otherwise required by law.
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: October 6, 2023 |
|
|
|
BANNIX ACQUISITION CORP. |
|
|
|
By: |
/s/ Douglas Davis |
|
Name: |
Douglas Davis |
|
Title: |
Chief Executive Officer |
|
EXHIBIT
99.1
v3.23.3
Cover
|
Oct. 05, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Oct. 05, 2023
|
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 |
8265 West Sunset Blvd.
|
Entity Address, Address Line Two |
Suite # 107
|
Entity Address, City or Town |
West Hollywood
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
90046
|
City Area Code |
(323)
|
Local Phone Number |
682-8949
|
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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