Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, at a special meeting of the stockholders (the "Special
Meeting") of Bannix Acquisition Corp. ("Bannix") held on March 8, 2023, Bannix's
stockholders voted in favor of a proposal to amend Bannix's Amended and Restated
Certificate of Incorporation (as amended, the "Amended Charter") to extend the
date (the "Extension") 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
(an "initial business combination"), (2) cease its operations except for the
purpose of winding up if it fails to complete such initial business combination,
and (3) redeem 100% of the Company's common stock ("common stock") included as
part of the units sold in the Company's initial public offering that was
consummated on September 14, 2021 (the "IPO"), from March 14, 2023, 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 twelve (12) times by
an additional one (1) month each time after March 14, 2023 or later extended
deadline date, by resolution of the Company's board of directors (the "Board"),
if requested by Instant Fame, LLC, a Nevada limited liability company
("Sponsor"), upon five days' advance notice prior to the applicable deadline
date, until March 14, 2024, or a total of up to twelve (12) months after March
14, 2023 (such date as extended, the "Deadline Date"), unless the closing of a
business combination shall have occurred prior thereto.
Also as previously disclosed, if an Extension is implemented, the sponsor of
Bannix, Sponsor or its designees will deposit into the trust account, as a loan,
the lesser of (x) $75,000 or (y) $0.07 per public share multiplied by the number
of public shares outstanding (the "Contribution"), in connection with each
Extension.
In connection with the Sponsor's contribution for the Extension, which was
funded on March 10, 2023, on March 13, 2023, Bannix issued an unsecured
promissory note to the Sponsor with a principal amount equal to $75,000 (the
"Extension Note"). The Extension Note bears no interest and is repayable in full
upon the earlier of (a) the date of the consummation of Bannix's initial
business combination, or (b) the date of Bannix's liquidation. If Bannix does
not consummate an initial business combination by the Deadline Date, the Notes
will be repaid only from funds held outside of the trust account or will be
forfeited, eliminated or otherwise forgiven.
On March 13, 2023, the Board, at the request of the Sponsor, determined to
implement a first Extension and to extend the Deadline Date for an additional
month to April 14, 2023.
The foregoing description is qualified in its entirety by reference to the
Extension Note, copies of which is attached as Exhibit 10.1 and is incorporated
herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On March 14, 2023, Bannix issued a press release, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference
herein, announcing the issuance of the Extension Note and the extension of the
Deadline Date to April 14, 2023.
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Exchange Act or the Securities Act of 1933,
as amended, except as shall be expressly set forth by reference in such a
filing. Furthermore, the furnishing of information under Item 7.01 of this
Current Report on Form 8-K is not intended to constitute a determination by
Bannix that the information contained herein, including the exhibits hereto, is
material or that the dissemination of such information is required by Regulation
FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit Number Description
10.1 Promissory Note dated March 13, 2023
99.1 Press Release dated March 14, 2023
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL)
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