WEST HOLLYWOOD, Calif., April 26, 2024 (GLOBE NEWSWIRE) -- Bannix Acquisition Corp. (NASDAQ:BNIX) ("Bannix" or the "Company"), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, announced that on April 25, 2024, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market ("NASDAQ") advising the Company that the Company did not comply w ...

WEST HOLLYWOOD, Calif., Jan. 18, 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 January 14, 2024 for an additional month, to February 14, 2024. As previously disclosed, at a special meeting of its stockholders held on March 8, 2023, Bannix' stockholders voted in favor of a proposal to amend Bannix's Amended and Resta ...

For the three months ended September 30, 2022, we had a net income of $65,942, which consisted of operating costs of $301,455 and provision for income taxes of $63,263, an unrealized gain from the change in fair value of Private Warrant liability of $20,300, and interest income on the trust account of $410,360. As of September 30, 2023, we had $39,589 in cash and a working capital deficit of $3,577,906. The Company is within 12 months of its mandatory liquidation date as of the date of the filing of this re ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Bannix Acquisition Corp.'s financial statements reflect reduced assets from redemptions, a net loss, and pre-combination activities [Condensed Balance Sheets](index=4&type=section&id=BANNIX%20ACQUISITION%20CORP.%20CONDENSED%20BALANCE%20SHEETS) The balance sheet reflects a significant asset decrease from redemptions, increased liabilities, and a growing stockholders' deficit Condensed Balance Sheet Summary (Unaudited) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$31,463,212** | **$71,466,678** | | Investments held in Trust Account | $31,310,191 | $71,421,125 | | **Total Liabilities** | **$3,271,107** | **$1,735,906** | | Promissory notes - Evie | $436,040 | $0 | | Due to related parties | $1,182,850 | $1,002,850 | | **Common stock subject to possible redemption** | **$30,838,531** | **$70,973,384** | | **Total Stockholders' Deficit** | **($2,646,426)** | **($1,242,612)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=BANNIX%20ACQUISITION%20CORP.%20UNAUDITED%20CONDENSED%20STATEMENTS%20OF%20OPERATIONS) Net loss improved for the six months ended June 30, 2023, due to higher interest income offsetting increased operating costs Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Operating Costs | $490,123 | $257,312 | $803,653 | $442,192 | | Interest Income on Trust Account | $340,353 | $46,030 | $1,023,275 | $47,786 | | **Net Loss** | **($239,409)** | **($146,322)** | **($50,696)** | **($236,066)** | | **Basic and Diluted Net Loss Per Share** | **($0.04)** | **($0.02)** | **($0.01)** | **($0.03)** | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=BANNIX%20ACQUISITION%20CORP.%20UNAUDITED%20CONDENSED%20STATEMENTS%20OF%20CASH%20FLOWS) Cash flows were dominated by significant redemptions from the Trust Account, largely offset by financing activities for stock - Cash flows were dominated by the movement of funds related to stock redemptions. **$41.1 million** was provided by investing activities (from Trust Account redemptions) and **$40.5 million** was used in financing activities (to pay for stock redemptions)[82](index=82&type=chunk) - The company received **$436,040** from promissory notes with Evie and **$150,000** from new sponsors to fund operations and extensions[82](index=82&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's SPAC status, Evie Group business combination, funding for extensions, and key accounting policies - The Company is a blank check company formed to effect a business combination. It has not commenced any operations and its activities relate to its formation, IPO, and search for a target[59](index=59&type=chunk)[84](index=84&type=chunk) - On June 23, 2023, the Company entered into a Business Combination Agreement to acquire Evie Group, which will become a wholly owned subsidiary. The consideration is eighty-five million new shares of Bannix common stock[102](index=102&type=chunk)[281](index=281&type=chunk) - In March 2023, stockholders holding **3,960,387** shares redeemed them for approximately **$41.1 million**, leading to the recognition of a **$410,772** excise tax liability[96](index=96&type=chunk)[235](index=235&type=chunk) - The company has issued multiple unsecured, non-interest-bearing promissory notes to Instant Fame and Evie Autonomous Ltd. to fund deposits into the Trust Account, extending the business combination deadline[91](index=91&type=chunk)[98](index=98&type=chunk)[198](index=198&type=chunk) - Private Warrants are classified as a liability at fair value, which is re-measured each period. The fair value was **$16,240** at June 30, 2023, up from **$12,180** at December 31, 2022[12](index=12&type=chunk)[17](index=17&type=chunk) - On September 7, 2023, the company engaged RBSM LLP as its new independent registered public accounting firm, dismissing Marcum LLP[6](index=6&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's SPAC status, Evie Group agreement, precarious financial condition, and going concern doubts [Overview and Proposed Business Combination](index=40&type=section&id=Overview%20and%20Proposed%20Business%20Combination) Bannix, a SPAC, extended its business combination deadline to October 14, 2023, and agreed to acquire Evie Group - The company entered into a definitive Business Combination Agreement with Evie Group on June 23, 2023, to acquire all of its share capital in exchange for **85 million** new shares of Bannix common stock[102](index=102&type=chunk)[281](index=281&type=chunk) - The deadline to complete a business combination has been extended to October 14, 2023, funded by deposits from non-interest-bearing promissory notes from Instant Fame, LLC and Evie Group[239](index=239&type=chunk)[279](index=279&type=chunk) - Following a stockholder vote, **3,960,387** shares were redeemed for **$41,077,199**, leaving **5,463,613** shares outstanding[96](index=96&type=chunk)[240](index=240&type=chunk) - The company also has a Letter of Intent to acquire the 'Apollo System,' a machine learning-driven imaging technology, from GBT Technologies Inc[126](index=126&type=chunk)[241](index=241&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Net loss improved for the six months ended June 30, 2023, due to increased interest income offsetting higher operating costs Comparison of Results of Operations (Six Months Ended June 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Loss | ($50,696) | ($236,066) | | Interest Income on Trust Account | $1,023,275 | $47,786 | | Operating Costs | $803,653 | $442,192 | | Provision for Income Taxes | $266,258 | $0 | Comparison of Results of Operations (Three Months Ended June 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Loss | ($239,409) | ($146,322) | | Interest Income on Trust Account | $340,353 | $46,030 | | Operating Costs | $490,123 | $257,312 | [Liquidity, Capital Resources, and Going Concern](index=47&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Going%20Concern) The company faces substantial doubt about its going concern ability due to a working capital deficit and reliance on sponsor loans - The company has insufficient funds and borrowing capacity to meet its operating needs through the consummation of a Business Combination[166](index=166&type=chunk)[317](index=317&type=chunk) - As of June 30, 2023, the company had **$129,264** in cash and a working capital deficit of **$2,319,706**[165](index=165&type=chunk)[293](index=293&type=chunk) - Management has determined that there is substantial doubt about the company's ability to continue as a going concern due to the risk of mandatory liquidation[167](index=167&type=chunk)[318](index=318&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Bannix Acquisition Corp. is exempt from market risk disclosures - The company is not required to make disclosures under this item because it qualifies as a smaller reporting company[324](index=324&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of June 30, 2023[300](index=300&type=chunk) - A material weakness was identified in internal control over financial reporting. This relates to the accounting for complex financial instruments, fair value measurements, and the failure to properly design the financial closing and reporting process[330](index=330&type=chunk)[333](index=333&type=chunk) - The company also identified misstatements in prepaid expense, income and franchise taxes, and legal fees[304](index=304&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[306](index=306&type=chunk)[332](index=332&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) Key risks include ineffective internal controls, potential SEC rule changes, and a 1% excise tax on stock redemptions - The identified material weakness in internal control over financial reporting could adversely affect investor confidence, lead to an inability to report financial results accurately, and result in regulatory sanctions[306](index=306&type=chunk)[332](index=332&type=chunk) - The company may be subject to a **1%** excise tax on stock redemptions under the Inflation Reduction Act of 2022, which could reduce cash available for a business combination[310](index=310&type=chunk)[312](index=312&type=chunk)[337](index=337&type=chunk) - Proposed SEC rules for SPACs could increase the costs and time needed to complete an initial business combination and may constrain the circumstances under which one could be completed[336](index=336&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) No unregistered sales of equity securities or use of proceeds were reported for this period - None reported[339](index=339&type=chunk) [Defaults Upon Senior Securities](index=54&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[346](index=346&type=chunk) [Mine Safety Disclosures](index=54&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None reported[314](index=314&type=chunk) [Other Information](index=54&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None reported[341](index=341&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) Exhibits include promissory notes for deadline extensions, officer certifications, and XBRL data files - Exhibits filed include various promissory notes from March and April 2023, officer certifications (Sections 302 and 906 of Sarbanes-Oxley), and XBRL interactive data files[315](index=315&type=chunk)[342](index=342&type=chunk)[348](index=348&type=chunk) Signature [Signature](index=56&type=section&id=SIGNATURE) The report was signed by Douglas Davis, Co-Chairman and CEO, on October 4, 2023 - The report is signed by Douglas Davis, Co-Chairman and Chief Executive Officer (Principal Executive, Accounting and Financial Officer) on October 4, 2023[345](index=345&type=chunk)

In the event that the Company receives notice from Instant Fame five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Instant Fame and its affiliates or designees are not obligated to fun ...

69 ● the opportunity is within the corporation's line of business; and ● we renounce any interest or expectancy in, or being offered an opportunity to participate in, any business opportunities that are presented to us or our officers or directors or stockholders or affiliates thereof, including but not limited to, our initial stockholders and its affiliates, except as may be prescribed by any written agreement with us; and Each of our officers and directors presently has, and any of them in the future may ...

Financial Performance - The company had a net income of $65,942 for the three months ended September 30, 2022, with operating costs of $301,455 and interest income of $410,360[150]. - For the nine months ended September 30, 2022, the company reported a net loss of $170,124, with total operating costs of $743,647[151]. Cash and Working Capital - As of September 30, 2022, the company had $224,381 in cash and a working capital deficit of $181,424[155]. - The company has a working capital loan obligation of $273,890 to sponsors and related parties as of September 30, 2022[156]. IPO and Financing - The company had $69,690,000 in net proceeds from the IPO, which were deposited in a trust account for public stockholders[146]. - The underwriters received a cash underwriting discount of 3% of the gross proceeds from the IPO, totaling $2,070,000[170]. - The company issued 406,000 private placement units, raising $2,460,000 from certain investors[144]. Business Operations and Obligations - The company has until December 14, 2022, to complete a business combination, or it will face mandatory liquidation[158]. - The company incurred offering costs of $33,223 related to the issuance of Private Warrants for the three months ended September 30, 2021[152]. - The company recorded an unrealized gain of $20,300 from the change in fair value of Private Warrant liability for the three months ended September 30, 2022[150].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BANNIX ACQUISITION CORP. | --- | --- | |--------------------------------------------------------|-----------------------| | (Exact \nDelaware | Charter) \n86-1626016 | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BANNIX ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) | --- | --- | |-----------------------------------------|-------| | Delaware | | | | | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BANNIX ACQUISITION CORP. | --- | --- | --- | |---------------------------------------------------------------------------------------|-------|-------------------------------- ...