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): March 8, 2024

Bannix Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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:

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:

2. Trust Amendment

Stockholders approved the Trust Amendment. The voting results were as follows:

3. NTA Amendment

Stockholders approved the NTA Amendment. The voting results were as follows:

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.

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.

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:

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.