Bannix Acquisition (US:BNIX)2025-05-15 20:07Part I. Financial Information Financial Statements The financial statements for Q1 2025 show a significant increase in net loss to $427,465, a substantial decrease in total assets to $1.17 million due to redemptions, and a widening stockholders' deficit to $6.49 million, alongside a going concern warning Condensed Consolidated Balance Sheets As of March 31, 2025, total assets decreased to $1.17 million from $3.76 million due to redemptions, while total liabilities increased to $6.10 million and the stockholders' deficit worsened to $6.49 million Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total Assets | 1,170,813 | 3,763,061 | | Cash held in Trust Account | 1,147,694 | 3,749,377 | | Total Liabilities | 6,096,509 | 5,661,792 | | Due to related parties | 2,019,200 | 1,811,700 | | Total Stockholders' Deficit | (6,490,901) | (5,982,870) | Unaudited Condensed Consolidated Statements of Operations For Q1 2025, the company reported a net loss of $427,465 (or $0.15 per share), significantly higher than $28,219 in 2024, mainly due to reduced interest income and new tax penalties Statement of Operations Summary (Unaudited) | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Net Loss | (427,465) | (28,219) | | Operating costs | 347,370 | 420,052 | | Interest income on trust account | 28,720 | 366,203 | | Excise tax interest/penalty | (68,026) | — | | Basic and diluted net loss per share | (0.15) | (0.01) | Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit For Q1 2025, the total stockholders' deficit increased from $5.98 million to $6.49 million, primarily due to the net loss and charges from excise tax and stock accretion - The total stockholders' deficit increased by $508,031 during the first quarter of 2025, moving from a deficit of $5,982,870 to $6,490,90111 - Key drivers for the increased deficit were the net loss of $427,465, excise tax on redemptions of $25,738, and accretion of common stock subject to possible redemption of $54,82811 Unaudited Condensed Consolidated Statements of Cash Flows For Q1 2025, net cash used in operations was $204,706, offset by $2.63 million from investing activities, while $2.42 million was used in financing for stock redemptions, ending with $19,189 cash Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 ($) | | :--- | :--- | | Net cash used in operating activities | (204,706) | | Net cash provided by investing activities | 2,630,403 | | Net cash used in financing activities | (2,416,262) | | Net change in cash | 9,435 | | Cash, end of the period | 19,189 | - The company redeemed $2,573,762 of its Class A common stock during the quarter16 Notes to Unaudited Condensed Consolidated Financial Statements The notes detail the company's SPAC operations, pending merger with VisionWave Technologies, repeated deadline extensions, significant stock redemptions, a going concern warning, and key financial liabilities including excise tax - The company is a blank check company with a deadline of June 14, 2025, to complete a business combination, after which it must liquidate4344 - A definitive merger agreement is in place with VisionWave Technologies, Inc., expected to close in Q2 2025, with the SEC declaring the Form S-4 registration statement effective on May 5, 2025565863 - The company's securities were delisted from Nasdaq on March 17, 2025, and now trade on the OTC Pink market76 - Management has raised substantial doubt about the company's ability to continue as a going concern due to insufficient funds and the approaching liquidation deadline, with a potential cure being a funding agreement from VisionWave's principal shareholder8788 - As of March 31, 2025, the company has an excise tax liability of $844,372 resulting from stock redemptions, which includes $118,613 in interest and penalties158 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's SPAC status, the proposed VisionWave merger, and its precarious financial condition with a $5.8 million working capital deficit and $19,189 cash, leading to a going concern warning and reliance on sponsor loans - The company has extended its deadline to complete a business combination to June 14, 2025, through multiple shareholder-approved extensions funded by sponsor loans197199 - A definitive merger agreement is in place with VisionWave Technologies, with the transaction expected to close in the second quarter of 2025208210 Quarterly Results Comparison | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Net Loss | (427,465) | (28,219) | | Operating Costs | 347,370 | 420,052 | | Interest Income | 28,720 | 366,203 | - The company has a working capital deficit of $5,842,300 and cash of $19,189 as of March 31, 2025, raising substantial doubt about its ability to continue as a going concern228237 - To manage liquidity, the company has deferred payment on approximately $1.56 million owed to its sponsor and affiliates, and over $1 million to Evie Autonomous LTD, until after the business combination closes232 Quantitative and Qualitative Disclosures About Market Risk The company is a smaller reporting company and is not required to provide disclosures for this item - As a smaller reporting company, Bannix Acquisition Corp. is not required to make disclosures under this item251 Controls and Procedures Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, due to a material weakness in internal control over financial reporting related to complex financial instruments and accounting errors - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025252 - A material weakness was identified in internal control over financial reporting related to the accounting for complex financial instruments, fair value measurements, prepaid expense, income and franchise taxes, and legal and professional fees252258 - The company is implementing changes to remediate the material weakness, but there were no changes during the most recent fiscal quarter that materially affected internal controls259 Part II. Other Information Legal Proceedings The company is not subject to any legal proceedings at the present time - The company reports no legal proceedings260 Risk Factors The company highlights significant risks including a material weakness in internal controls, potential adverse effects from new SEC rules for SPACs, and the impact of the 1% excise tax on stock redemptions - An identified material weakness in internal control over financial reporting could adversely affect the company's ability to report financial results accurately and on time, potentially damaging investor confidence261 - Proposed SEC rules for SPACs may increase the costs, time, and constraints involved in completing an initial business combination266 - The company may be subject to the 1% excise tax on stock redemptions under the Inflation Reduction Act of 2022, which could reduce the cash available to complete a business combination267 Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities during the period - None reported269 Defaults Upon Senior Securities The company reported no defaults upon senior securities - None reported270 Mine Safety Disclosures The company reported no mine safety disclosures - None reported271 Other Information During the quarter ended March 31, 2025, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter272 Exhibits This section lists the exhibits filed with the Form 10-Q, including promissory notes, officer certifications (pursuant to Sarbanes-Oxley Act Sections 302 and 906), and XBRL data files Part III. 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