UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 7.01 Regulation FD Disclosure.
As previously announced, on June 23, 2023 Bannix Acquisition Corp., a Delaware corporation (“Bannix”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with EVIE Autonomous Group Ltd, a private company formed under the Laws of England and Wales (“EVIE”) and the shareholder of EVIE (the “EVIE Shareholder”).
On June 30, 2023, Bannix issued a press release. Furnished as Exhibit 99.1 and incorporated herein by reference is the press release.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Bannix under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Forward-Looking Statements
Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the expectation that the Transactions between Bannix and the Company will occur, the estimated or anticipated future results and benefits of Bannix following the Transactions, including its ability to successfully execute is business plan, the likelihood and ability of the parties to successfully consummate the Transactions and future opportunities for Bannix and other statements that are not historical facts.
These statements are based on the current expectations of Bannix’s and/or the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Bannix and the Company. These statements are subject to a number of risks and uncertainties regarding the Company’s business and the Transactions, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the inability of the parties to consummate the Transactions or financing if required; the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the number of redemption requests made by Bannix’s shareholders in connection with the transactions; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the transactions; the risk that the approval of Bannix’s shareholders for the potential transaction is not obtained; the anticipated capitalization and enterprise value of Bannix following the consummation of the transactions; the ability of Bannix to issue equity, equity-linked or other securities in the future; expectations related to the terms and timing of the transactions; failure to realize the anticipated benefits of the transactions, including as a result of a delay in consummating the transactions; the risk that the transactions may not be completed by Bannix’s business combination deadline and the potential failure to obtain an extension of its business combination deadline, if sought by Bannix; the risks related to the rollout of the Company’s business and the timing of expected business milestones; the ability of Bannix to execute its growth strategy, manage growth profitably and retain its key employees; the ability of Bannix to maintain the listing of its securities on the NASDAQ following the transactions; costs related to the transactions; and other risks that will be detailed from time to time in filings with the SEC, including those risks discussed under the heading “Risk Factors” in Bannix’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 11, 2023. The foregoing list of risk factors is not exhaustive. There may be additional risks that could also cause actual results to differ from those contained in these forward-looking statements. In addition, forward-looking statements provide Bannix’s expectations, plans or forecasts of future events and views as of the date of this Report. And while Bannix may elect to update these forward-looking statements in the future, Bannix specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Bannix’s assessments as of any date subsequent to the date of this Report. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that the results of such forward-looking statements will be achieved.
Additional Information and Where to Find It
In connection with the transactions, Bannix and the Company are expected to prepare preliminary and definitive proxy statements to be distributed to Bannix’s shareholders in connection with Bannix’s solicitation for proxies for the vote by Bannix’s shareholders in connection with the transactions and other matters as described therein. Upon filing a definitive proxy statement with the SEC, Bannix will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the transactions. Bannix’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with Bannix’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the transactions, because these documents will contain important information about Bannix, the Company and the transactions. This Report is not a substitute for the definitive proxy statement or any other document that Bannix will send to its shareholders in connection with the Transactions.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND THE PARTIES TO THE TRANSACTIONS. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement (if and when available) will be mailed to shareholders of Bannix as of a record date to be established for voting on the business combination. Shareholders of Bannix will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Bannix Acquisition Corp., 8265 West Sunset Blvd., Suite # 107, West Hollywood, CA 90046.
Participants in the Solicitation
The Company, Bannix and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Bannix’s shareholders in connection with the transactions. Investors and security holders may obtain more detailed information regarding Bannix’s directors and executive officers in Bannix’s filings with the SEC, including Bannix’s Annual Report on Form 10-K, and amendments thereto, and Quarterly Report on Form 10-Q, in each case, as filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Bannix’s shareholders in connection with the Transactions, including a description of their direct and indirect interests, which may, in some cases, be different than those of Bannix’s shareholders generally, will be set forth in the Registration Statement. Shareholders, potential investors and other interested persons should read the Registration Statement carefully when it becomes available before making any voting or investment decisions.
No Offer or Solicitation
This Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release dated June 30, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 3, 2023 | ||
| BANNIX ACQUISITION CORP. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Chief Executive Officer | |
EXHIBIT 99.1
Bannix Acquisition Corp. Announces Entering into a Business Combination Agreement with Evie Autonomous Group Ltd.
Developer of Ai Technologies and Autonomous Future Mobility Platforms for Industrial & Commercial Environments.
“At Evie we move people and goods autonomously”
West Hollywood, CA - June 30, 2023 - Bannix Acquisition Corp. (NASDAQ: BNIX), a publicly traded special purpose acquisition company, is thrilled to announce that it has entered into a definitive agreement to acquire Evie Autonomous Group Ltd, a private company based in England and Wales. This business combination agreement marks a significant milestone for both companies and represents a major leap forward in the autonomous technology sector.
Evie Autonomous operates in the off highway industrial & commercial future autonomous mobility markets. It has a complete proven autonomous technologies stack using its Ai Radar vision sensor that can be installed on any other vehicle as well as its own range of autonomous pods and future mobility platforms, with endless applications. This means that it is not in direct competition with the major automotive manufacturers, rather is part of the automotive tier 1 supply chain supplying other Original Equipment Manufactures, and its platforms operate in a controlled commercial setting, such as campuses, airports, ports, agriculture, logistics and smart cities. This can be better understood by visiting www.evieautonomous.com. Additionally, Evie Autonomous has upgraded its current pods, as used at London Heathrow Airport, with full level4 autonomy, allowing it to operate outside of a guideway. It also has a range of fully autonomous operating vehicles at its headquarters for various applications and projects.
Under the terms of the agreement, Bannix will acquire all of the issued and outstanding shares of Evie Autonomous Group Ltd. In exchange, Bannix will issue 85,000,000 shares of its common stock, par value $0.01 per share. This transaction will result in Evie Autonomous Group Ltd becoming a wholly owned subsidiary of Bannix.
The agreement includes customary representations and warranties. Bannix has made various commitments, including obtaining relevant approvals and complying with applicable listing requirements of The Nasdaq Stock Market LLC. Similarly, Evie Autonomous Group Ltd has made representations and warranties regarding its organization, financial statements, compliance with laws, and more.
The completion of the acquisition is subject to certain conditions, including the approval of Bannix’s shareholders. Both Bannix and Evie Autonomous Group Ltd are committed to working diligently together to meet these conditions and finalize the deal.
This acquisition will strengthen Bannix’s position in the commercial autonomous technology industry with the goal of accelerating its growth trajectory. By combining their expertise and resources, Bannix and Evie Autonomous Group Ltd aim to drive innovation and deliver cutting-edge autonomous solutions to an existing market.
“We are thrilled to announce this transformative acquisition agreement with Evie Autonomous Group Ltd,” said Doug Davis, CEO of Bannix Acquisition Corp. “This strategic partnership is designed to unlock tremendous value and with the goal of positioning us as a leader in the autonomous technology space following the closing. Together, it is our plan to drive the future of mobility and revolutionize the way people experience transportation.”
Mr. Steven Lake, Founder of Evie Autonomous commented, “Now is the time to deliver world class Automation, Robotics and AI into off highway environments improving productivity, profitably and safety across multiple sectors. I am excited that this combination will accelerate our progress and bring our proven solutions and technology to the attention of partners globally”.
No assurances can be made that the proposed transactions will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to board and shareholder approval of both companies, regulatory approvals and other customary conditions.
About Bannix Acquisition Corp.
Bannix Acquisition Corp. is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
About Evie Autonomous
Evie Autonomous Limited is a business incorporated in England & Wales based in Stoke-on -Trent. It was founded by Mr. Steven Lake who is involved in motorsport and has built several successful global businesses within the Tier 1 automotive supply chain to blue chip OEMs and includes supplying FIA and Nascar. Evie Autonomous has the mission to accelerate the transformation from low level autonomy to safer, cleaner fully autonomous movement of people and goods. The Evie Autonomous journey began five years ago in the R&D sector, producing complete systems at low-cost, and now is seeking to expand and grow globally, mile by self-driving mile.
Forward-Looking Statements
This press release and oral statements made from time to time by representatives of the Company may include “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. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Additional Information and Where to Find It
If a definitive agreement is entered into in connection with the proposed transaction, Bannix will prepare a proxy statement (the “Proxy Statement”) to be filed with the United States Securities and Exchange Commission (the “SEC”) and mailed to its stockholders. Bannix urges its investors and other interested persons to read, when available, the Proxy Statement, as well as other documents filed with the SEC, because these documents will contain important information about the proposed transaction. The Proxy Statement, once available, can be obtained, without charge, at the SEC’s website (http://www.sec.gov).
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Bannix and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies, in favor of the approval of the proposed transaction related matters. Information regarding Bannix’s directors and executive officers is contained in the section of Bannix’s Form 10-K for the year ended December 31, 2022 filed with the SEC on April 11, 2023. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement and other relevant documents filed with the SEC when they become available.
Contact:
Bannix Acquisition
Corp
Doug Davis, CEO
(323) 682-8949
doug.davis@bannixacquisition.com