UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone
number, including area code:
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 | ||
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 1.01. Entry into a Material Definitive Agreement
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the Annual Meeting (defined below), on March 8, 2024, Bannix Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”) entered into an amendment, dated March 8, 2024 (the “Trust Amendment”) to the Investment Management Trust Agreement, dated as of September 14, 2021, by and between the Company and the Trustee, as previously amended. A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the Annual Meeting of Stockholders of the Company held on March 8, 2024 at 10:00 a.m. Eastern Time (the “Annual Meeting”), the Company will file an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on March 8, 2024 (the “March 2024 Amendment”), to:
| ● | extend the date by which the Company must (1) complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (“Business Combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering that was consummated on September 14, 2021, from March 14, 2024, as extended, and to allow the Company, without another stockholder vote, to further extend the date to consummate a Business Combination on a monthly basis up to six (6) times by an additional one (1) month each time after March 14, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s sponsor, Instant Fame, LLC, a Nevada limited liability company, upon five days’ advance notice prior to the applicable deadline date, until September 14, 2024, or a total of up to six (6) months after March 14, 2024, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment”). |
| ● | remove from the Amended and Restated Certificate of Incorporation the redemption limitation contained under Section 9.2(a) preventing the Company from closing a Business Combination if it would have less than $5,000,001 of net tangible assets in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the United States Securities and Exchange Commission (the “NTA Amendment”). |
The form of Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 8, 2024, the Company held the Annual Meeting. On February 7, 2024, the record date for the Annual Meeting, there were 5,463,613 shares of common stock of the Company entitled to be voted at the Annual Meeting. At the Annual Meeting, 5,084,314 shares of common stock of the Company or 93.05% of the shares entitled to vote at the Annual Meeting were represented in person or by proxy. Stockholders voted on the matters set forth below.
The results of voting on the agenda items voted on at the Annual Meeting were as follows:
1. Extension Amendment
Stockholders approved the Extension Amendment. The voting results were as follows:
| FOR | AGAINST | ABSTAIN |
| 4,399,754 | 52,693 | 0 |
2. Trust Amendment
Stockholders approved the Trust Amendment. The voting results were as follows:
| FOR | AGAINST | ABSTAIN |
| 4,399,754 | 52,693 | 0 |
3. NTA Amendment
Stockholders approved the NTA Amendment. The voting results were as follows:
| FOR | AGAINST | ABSTAIN |
| 4,414,639 | 37,808 | 0 |
4. Election of Directors
Stockholders elected six directors until such nominee’s successor is duly elected and qualified, or until the nominee’s earlier death, resignation or removal. The six directors receiving the highest vote were appointed to the board. The following directors were elected to the board.
| FOR | WITHHELD | |||||||
| Douglas Davis | 3,967,459 | 164,427 | ||||||
| Craig J. Marshak | 4,250,237 | 164,427 | ||||||
| Jamal “Jamie” Khurshid | 4,250,237 | 164,427 | ||||||
| Eric T. Shuss | 4,250,237 | 164,427 | ||||||
| Ned L. Siegel | 4,250,237 | 164,427 | ||||||
| Subash Menon | 4,250,237 | 164,427 | ||||||
5. Ratification of the appointment of Auditors
Ratified the appointment of RBSM LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023.
| FOR | AGAINST | ABSTAIN |
| 4,896,989 | 37,783 | 149,542 |
Item 8.01. Other Events.
In connection with the vote on the Extension Amendment and the NTA Amendment at the Annual Meeting, stockholders holding a total of 1,381,866 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $15,186,707 (approximately $10.99 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 4,081,747 shares outstanding.
Item 9.01 Financial Statements an(d Exhibits
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit Number |
Description | |
| 3.1 | Form of Amendment to the Amended and Restated Certificate of Incorporation | |
| 10.1 | Amendment to Investment Management Trust Agreement dated March 8, 2024 | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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: March 12, 2024 | ||
| BANNIX ACQUISITION CORP. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BANNIX ACQUISITION CORP.
Bannix Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:
1. The original certificate of incorporation of the Corporation was filed with the Secretary of State of Delaware on January 21, 2021, as amended on February 4, 2021, amended and restated and filed with the Secretary of State of the State of Delaware on September 10, 2021 and amended on March 9, 2023 (as amended and restated, the “Certificate of Incorporation”).
2. This Certificate of Amendment to the Certificate of Incorporation was duly proposed, adopted and approved by the Corporation’s board of directors and by the affirmative vote of holders of at least sixty-five percent (65%) of the Corporation’s outstanding common stock entitled to vote in accordance with the applicable provisions of Sections 222 and 242 of the General Corporation Law of the State of Delaware.
3. Section 9.1(b) of Article IX of the Certificate of Incorporation is amended and restated to read in its entirety as follows:
Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the ‘SEC’) on February 19, 2021, as amended (the ‘Registration Statement’), shall be deposited in a trust account (the ‘Trust Account’), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the ‘Trust Agreement’). Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 36 months from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline Date”), which may be extended pursuant to Section 9.1(c) and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the ‘Offering Shares’) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are one of the sponsors of the Corporation (the ‘Sponsor’), or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as ‘Public Stockholders.’
4. Section 9.2(a) of Article IX of the Certificate of Incorporation is amended and restated to read in its entirety as follows:
Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
5. Section 9.2(d) of Article IX of the Certificate of Incorporation is amended and restated to read in its entirety as follows:
In the event that the Corporation has not consummated an initial Business Combination within 15 months from the closing of the Offering, the Sponsor may request that the Board extend the period of time to consummate an initial Business Combination by two additional 3 month periods (each, an “Extension Period”), for a total of 21 months to consummate an initial Business Combination (the “Deadline Date”); provided, that for each such Extension Period: (i) the Sponsor or its affiliates or designees has deposited into the Trust Account an amount equal to $600,000, or $690,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $1,200,000 (or $1,380,000 if the underwriters’ over-allotment option is exercised in full), or approximately $0.20 per share; and (ii) there has been compliance with any applicable procedures relating to the Extension Period in the trust agreement and in the letter agreement, both of which are described in the Registration Statement, provided, further in the event that the Corporation has not consummated an initial Business Combination within 30 months from the closing of the Offering, the Board of Directors, in its discretion and without another stockholder vote, if requested by the Sponsor, upon five days prior written notice to the Corporation, may extend the Deadline Date by one month each on up to six occasions, up to an additional six months (each such month being part of the “Additional Extension Period”), but in no event to a date later than 36 months from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open), provided that (i) for each one-month Extension Period the Sponsor (or its affiliates or its permitted designees) has deposited into the Trust Account an amount equal to the lesser of (x) $25,000 or (y) $0.05 for each Offering Share that is not redeemed by the last day immediately preceding such Additional Extension Period for an aggregate deposit of up to the lesser of (x) $150,000 or (y) $0.30 for each public share that is not redeemed in connection with the annual meeting (if all six additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note. If the Sponsor requests the Extension Period or any Additional Extension Period, as applicable, then the following applies: (A) the gross proceeds from the issuance of such promissory note referred to in (i) above will be added to the offering proceeds in the Trust Account and shall be used to fund the redemption of the Offering Shares in accordance with this Article IX; (B) if the Corporation completes its initial Business Combination, it will, at the option of the Sponsor, repay the amount loaned under the promissory note out of the proceeds of the Trust Account released to it or issue securities of the Corporation in lieu of repayment in accordance with the terms of the promissory note; and (C) if the Corporation does not complete a Business Combination by the Deadline Date, the Corporation will not repay the amount loaned under the promissory note until 100% of the Offering Shares have been redeemed and only in connection with the liquidation of the Corporation to the extent funds are available outside of the Trust Account. In the event that the Corporation has not consummated an initial Business Combination by the Deadline Date or such applicable Additional Extension Period, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”
6. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 8th day of March, 2024.
| Douglas Davis | |
| Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 2 TO INVESTMENT
MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of March 8, 2024, by and between Bannix Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, on September 14, 2021, the Company consummated an initial public offering (the “Offering”) of units of the Company, each of which is composed of one share of the Company’s common stock, par value $0.01 per share (“Common Stock”), and one redeemable warrant, each warrant entitling the holder thereof to purchase one share of Common Stock and one right to purchaser;
WHEREAS, $69,690,000 of the gross proceeds of the Offering and sale of the Unit Private Placement (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of the shares of Common Stock included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of September 10, 2021, by and between the Company and the Trustee (the “Original Agreement”);
WHEREAS, the Company has sought the approval of the holders of its shares of Common Stock, at an annual meeting to: give the Company the right to extend the date (the “Termination Date”) by which the Company must consummate a business combination (as defined below) (the “Extension”) from March 14, 2024 (the “Extended Date”) (the date that is 30 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to September 14, 2024 (the date that is 36 months from the closing date of the IPO) by allowing the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis up to six times by an additional one month each time after the Extended Date, by resolution of the Company’s board of directors (the “Board”), if requested by Instant Fame LLC, a Nevada limited liability company (the “Sponsor”), and upon five days’ advance notice prior to the applicable Termination Date, until September 14, 2024 (each, an “Additional Charter Extension Date”) or a total of up to 36 months after the IPO, unless the closing of a Business Combination shall have occurred prior thereto (the “Trust Amendment”);
WHEREAS, holders of at least sixty-five percent (65%) of the then issued and outstanding shares of Common Stock, approved the Extension Amendment and the Trust Amendment; and
WHEREAS, the parties desire to amend the Original Agreement, as amended, to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendment to Trust Agreement. Section 1(i) of the Original Agreement, as amended, is hereby amended and restated in its entirety as follows:
“Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or Chair of the Board of Directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the invested funds held in the Trust Account (net of taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or a one-month extension period, which the Company may extend, by resolution of the Board and without approval of the Company’s stockholders, up to six times, each by one additional month (for a total of up to six additional months), provided that, for each such extension month, the Company must deposit into the Trust Account an amount equal to the lesser of (A) $25,000 or (B) $0.05 for each public share that is not redeemed in accordance with Section 9.2(b) of the Company’s second amended and restated certificate of incorporation, as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the investment funds held in the Trust Account (net of taxable payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;”
2. Miscellaneous Provisions.
2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| Continental Stock Transfer & Trust Company, as Trustee | ||
| By: | ||
| Name: | ||
| Title: | ||
| Bannix Acquisition Corp. | ||
| By: | ||
| Name: | Douglas Davis | |
| Title: | CEO | |
[Signature Page to Amendment No. 2 to Investment Management Trust Agreement]
3