false 0001845942 0001845942 2025-01-03 2025-01-03 0001845942 BNIX:CommonStockParValue0.01PerShareMember 2025-01-03 2025-01-03 0001845942 BNIX:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2025-01-03 2025-01-03 0001845942 BNIX:OneRightToReceive110thOfOneShareOfCommonStockMember 2025-01-03 2025-01-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): January 3, 2025

 

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.) 

 

300 Delaware Ave., Suite 210 # 301
Wilmington, DE
  19801
(Address of Principal Executive Offices)    (Zip Code) 

 

Registrant’s telephone number, including area code: (302) 305-4790

 

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 8.01. Other Events

 

On December 26, 2024 Bannix Acquisition Corp. (the “Company”) entered into several agreements to defer certain transaction costs and obligations associated with its potential business combination totaling approximately $2,950,000 until after the closing of the proposed transaction between the Company and VisionWave Technologies Inc. (the “Business Combination”). The deferred obligations include amounts due or to become due at closing, with payment schedules outlined below:

 

Bannix has deferred estimated transaction costs of approximately $300,000 related to legal and financial advisory services provided in connection with the business combination. These costs will be payable no later than three (3) months following the closing of the Business Combination.

 

Evie Autonomous Ltd. (“Evie”) holds a consolidated promissory note in the amount of $1,003,995 issued by the Company. Under the deferment agreement, payment of this note has been deferred and is payable within four (4) months following the closing of the Business Combination.

 

An aggregate amount of $1,346,643 owed to the Sponsor and its affiliates, including promissory notes, administrative support fees, and advances, has been deferred. Payment will be made from working capital and is due no later than December 12, 2025.

 

All deferred payments will be made exclusively from the working capital of the post-closing entity or funds raised following the closing. These deferments provide the Company with the financial flexibility to focus on completing the transaction while ensuring that all obligations are met within the agreed timeframes.

 

 

 

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: January 3, 2025  
   
BANNIX ACQUISITION CORP.  
   
By: /s/ Douglas Davis   
Name:  Douglas Davis  
Title: Chief Executive Officer