Bannix Acquisition (BNIX) - 2024 Q4 - Annual Report

Front Matter and Forward-Looking Statements Filing Information Bannix Acquisition Corp. filed its Form 10-K annual report on December 31, 2024, registered in Delaware, with stock trading on Nasdaq, identified as a non-accelerated filer, smaller reporting company, and emerging growth company - Bannix Acquisition Corp. filed its Form 10-K annual report on December 31, 2024[2] Filing Status and Market Value | Metric | Status | | :--- | :--- | | Jurisdiction of Incorporation | Delaware | | Stock Tickers | BNIX (Common Stock), BNIXW (Warrants), BNIXR (Rights) | | Registered Exchange | Nasdaq Stock Market LLC | | Accelerated Filer Status | Non-accelerated Filer, Smaller Reporting Company, Emerging Growth Company | | Market Value (Common Stock held by non-affiliates) | $17,135,217 (as of June 30, 2024) | | Shares of Common Stock Outstanding | 2,848,748 shares (as of February 17, 2025) | Forward-Looking Statements This annual report contains numerous forward-looking statements regarding the company's future business, performance expectations, management changes, financing capabilities, securities liquidity, and financial performance - This annual report contains numerous forward-looking statements, involving the company's future business portfolio, performance expectations, management changes, financing capabilities, securities liquidity, and financial performance[14] - These statements are based on current expectations and beliefs but involve multiple risks and uncertainties that could cause actual results to differ materially from expectations[15] - The company undertakes no obligation to update or revise any forward-looking statements unless required by applicable securities laws[15] PART I Business Overview Bannix Acquisition Corp., a Delaware blank check company formed on January 21, 2021, aims to complete a business combination through mergers, stock exchanges, or asset acquisitions, having extended its deadline multiple times to March 14, 2025, terminated an agreement with Evie Group, and entered a new one with VisionWave Technologies Inc. expected to close in Q1 2025, while facing Nasdaq delisting risks and identified material weaknesses in internal controls - Bannix Acquisition Corp. was formed on January 21, 2021, as a blank check company, aiming to go public through a business combination[18] - The company has repeatedly extended its business combination deadline, most recently to March 14, 2025[28][81][104] - The company terminated its business combination agreement with Evie Group and signed a new one with VisionWave Technologies Inc. on March 26, 2024, expected to close in the first quarter of 2025[39][42][46] - The company received Nasdaq delisting notices for failing to complete a business combination within the prescribed timeframe and not meeting minimum market value requirements, but has been granted an extension until March 12, 2025, to complete the combination[59][63][64] Introduction Bannix Acquisition Corp. was formed on January 21, 2021, as a blank check company, completed its IPO on September 14, 2021, and deposited $69,690,000 net proceeds into a trust account for public shareholders - Bannix Acquisition Corp. was formed on January 21, 2021, as a blank check company, aiming to go public through a business combination[18] - The company's initial sponsors were Subash Menon and Sudeesh Yezhuvath, with Instant Fame LLC acquiring shares on October 20, 2022, making Doug Davis and Roey Benjamin Schnapp new sponsors[19] - The company completed its initial public offering (IPO) on September 14, 2021, issuing 6,900,000 units, each comprising one share of common stock, one redeemable warrant, and one right[20] - Following the IPO and overallotment, a total of $69,690,000 in net proceeds was deposited into a trust account for the benefit of public stockholders[22] The Extensions The company extended its business combination deadline multiple times, most recently to March 14, 2025, with trust account funds significantly decreasing from $32,116,099 in 2023 to $3,749,377 as of December 31, 2024 - The company extended its business combination deadline from December 14, 2022, to March 14, 2023, paying $690,000 for the extension through a loan from Instant[23] - With shareholder approval, the company amended its certificate of incorporation on March 9, 2023, allowing monthly extensions up to 12 times, until March 14, 2024[24] - On March 8, 2024, shareholders again approved extending the deadline to September 14, 2024, with up to six additional monthly extensions[25][30] - On September 6, 2024, shareholders approved a further extension of the deadline to March 14, 2025, with up to six additional monthly extensions[28] - As of December 31, 2024, the trust account held $3,749,377, compared to $32,116,099 in 2023[31] - As of February 17, 2025, the company had 2,848,748 shares of common stock issued and outstanding[7] General The company is a blank check company aiming to complete an initial business combination with one or more businesses through various transaction types, focusing on customer engagement in telecom, retail, and financial services - The company is a blank check company, aiming to complete its initial business combination with one or more businesses through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar transaction[34] - The company plans to focus its search on customer engagement in the telecommunications, retail, and financial services industries[34] Evie Group Business Combination (Terminated) The company terminated its business combination agreement with Evie Autonomous Group Ltd. on March 11, 2024, due to Evie Group's failure to provide a required loan, which also led to the automatic termination of a related patent purchase agreement - The company entered into a business combination agreement with Evie Autonomous Group Ltd. on June 23, 2023, planning to acquire all of Evie Group's outstanding shares by issuing 85 million shares of Bannix common stock[35] - The company also entered into a patent purchase agreement with GBT Tokenize Corp. on August 8, 2023, to acquire patents related to machine learning-driven radio wave transmission technology for $42.5 million, contingent on the Evie Group acquisition[36] - On March 11, 2024, the company terminated the business combination agreement with Evie Group due to Evie Group's failure to provide the required loan[39] - Due to the termination of the Evie Group business combination, the patent purchase agreement and related support agreements were also automatically terminated, with no penalties incurred by the company[40][41] VisionWave Business Combination The company entered into a business combination agreement with VisionWave Technologies Inc. on March 26, 2024, and a merger agreement with VisionWave Holdings, Inc. on September 6, 2024, for a two-step merger expected to close in Q1 2025, subject to customary closing conditions - The company entered into a business combination agreement with VisionWave Technologies Inc. on March 26, 2024, planning to acquire all of VisionWave's outstanding shares by issuing 3 million shares of Bannix common stock[42] - On September 6, 2024, the company entered into a merger agreement and plan of reorganization with VisionWave Holdings, Inc., involving a two-step merger where Bannix will become a subsidiary of VisionWave, and VisionWave Technologies Inc. will also become a subsidiary of VisionWave[43][44] - The business combination is expected to close in the first quarter of 2025, subject to customary closing conditions, including minimum available cash, governmental approvals, and approvals from Bannix and Target stockholders[46] - Upon completion of the merger, VisionWave's board of directors will consist of seven directors, and existing Target management may be appointed as VisionWave's executive officers[49] - The merger agreement contains customary representations, warranties, and covenants, and provides for termination rights, such as either party's ability to terminate if the business combination is not completed by March 31, 2025[50][56] Nasdaq Notices The company received Nasdaq delisting notices for failing to complete a business combination