0001845942
false
0001845942
2023-09-12
2023-09-12
0001845942
BNIX:CommonStockParValue0.01PerShareMember
2023-09-12
2023-09-12
0001845942
BNIX:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2023-09-12
2023-09-12
0001845942
BNIX:OneRightToReceive110thOfOneShareOfCommonStockMember
2023-09-12
2023-09-12
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):
September 12, 2023 (September 7,
2023)
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.) |
8265
West Sunset Blvd., Suite # 107
West Hollywood, CA |
|
90046 |
(Address of Principal
Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (323) 682-8949
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 4.01. Changes
in Registrant’s Certifying Accountant.
On September 7, 2023,
the Board of Directors (the “Board”) of Bannix Acquisition Corp. (the “Company”) approved the engagement
of RBSM LLP (“RBSM”) as the Company’s new independent registered public accounting firm for the fiscal year ending
December 31, 2023 effective September 7, 2023. In connection with the selection of RBSM, the Company dismissed Marcum LLP (“Marcum”)
as the Company’s independent registered public accounting firm on September 8, 2023.
Except as described
below, the reports of Marcum on the financial statements of the Company for the fiscal year ended December 31, 2022 and for
the period from January 21, 2021 (inception) through December 31, 2021 did not contain any adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting principles. Their
audit reports contained an explanatory paragraph relating to substantial doubt about the ability of the Company to continue as a going
concern as described in Note 1 to the financial statements. Additionally, during the Company’s
fiscal year ended December 31, 2022 and for the period from January 21, 2021 (inception) through December 31, 2021, as
well as the subsequent interim periods through September 8, 2023, there were no disagreements within the meaning of Item 304(a)(1)(iv)
of Regulation S-K with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter
of the disagreements in connection with its reports on the Company’s financial statements for such fiscal years.
There
were material weaknesses in internal controls identified by management related to analyzing complex financial instruments,
specifically the valuation of warrant liabilities, that are disclosed in the Company’s
Form 10-K/A and 10-K filed with the SEC on November 3, 2022 and April 11, 2023, respectively, and Form 10-Q/A and 10-Qs filed with
the SEC on November 8, 2022, November 9, 2022, November 22, 2022 and May 22, 2023, respectively, and the material weakness in
internal controls identified by management related to properly designing the financial closing and reporting process to record,
review and monitor compliance with generally accepted accounting principles for transactions on a timely basis that is disclosed in
the Company’s
Form 10-K and Form 10Q filed with the SEC on April 11, 2023 and May 22, 2023, respectively.
On August 30, 2022, the Company’s management,
after consultation with the Board and a discussion with Marcum, concluded that the Company’s financial statements for the
period ended December 31, 2021, financial statements as of September 30, 2021
and for the three months then ended and for the period from January 21, 2021 (inception) to September 30, 2021 and financial statements
as of March 31, 2022 and for the three months then ended (the “Original Financial Statements”) should no longer
be relied upon and are to be restated in order to correct a classification error. The Original Financial Statements were restated
in the financial statements accompanying the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange
Commission on November 3, 2022 and the Company’s Quarterly Report on Form 10-Q/A filed with the Commission on November 8,
2022. As part of such process, the Company identified a material weakness in its internal controls over financial reporting, related
to the Company’s accounting for complex financial instruments, specifically
the valuation of warrant liabilities. There were no other “reportable events” (as defined in Item 304(a)(1)(v)
of Regulation S-K under the Securities Exchange Act of 1934, as amended.
The Company has provided
Marcum with a copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing with the Securities and
Exchange Commission (“SEC”), and has requested Marcum to furnish the Company with a letter addressed to the SEC stating
whether or not it agrees with the statements made herein, and if not, stating the reasons for their disagreement. A copy of Marcum’s
letter dated September 8, 2023 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
During for
the fiscal year ended December 31, 2022 and for the period from January 21, 2021 (inception) through December 31, 2021,
and the subsequent interim period through September 8, 2023, neither the Company nor anyone on its behalf has consulted RBSM with
respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company’s consolidated financial statements or the effectiveness of internal
control over financial reporting, where either a written report or oral advice was provided to the Company that RBSM concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and
related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
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:
September 12, 2023 |
|
|
|
BANNIX
ACQUISITION CORP. |
|
|
|
By: |
/s/
Douglas Davis |
|
Name: |
Douglas Davis |
|
Title: |
Chief Executive
Officer |
|
EXHIBIT 16.1
September 12, 2023
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Dear Commissioners:
We have read the statements made by Bannix Acquisition Corp.
under Item 4.01 of its Form 8-K dated September 12, 2023. We agree with the statements concerning our Firm in such Form 8-K; we
are not in a position to agree or disagree with other statements of Bannix Acquisition Corp. contained therein.
Very truly yours,
/s/ Marcum LLP
Marcum LLP
Saddle Brook, New Jersey
v3.23.2
Cover
|
Sep. 12, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 12, 2023
|
Entity File Number |
1-40790
|
Entity Registrant Name |
Bannix
Acquisition Corp.
|
Entity Central Index Key |
0001845942
|
Entity Tax Identification Number |
86-1626016
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
8265
West Sunset Blvd.
|
Entity Address, Address Line Two |
Suite # 107
|
Entity Address, City or Town |
West Hollywood
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
90046
|
City Area Code |
(323)
|
Local Phone Number |
682-8949
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common Stock, par value $0.01 per share |
|
Title of 12(b) Security |
Common Stock,
par value $0.01 per share
|
Trading Symbol |
BNIX
|
Security Exchange Name |
NASDAQ
|
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
Title of 12(b) Security |
Redeemable
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
|
Trading Symbol |
BNIXW
|
Security Exchange Name |
NASDAQ
|
One Right to receive 1/10th of one share of Common Stock |
|
Title of 12(b) Security |
One Right to
receive 1/10th of one share of Common Stock
|
Trading Symbol |
BNIXR
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=BNIX_CommonStockParValue0.01PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=BNIX_RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=BNIX_OneRightToReceive110thOfOneShareOfCommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Bannix Acquisition (NASDAQ:BNIX)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Bannix Acquisition (NASDAQ:BNIX)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024