UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 8.01. Other Events
On June 9, 2025, Bannix Acquisition Corp. (the “Company”) entered into Amendment No. 1 to the Business Combination Marketing Agreement originally dated September 10, 2021, between the Company and I-Bankers Securities, Inc. (the “Advisor”).
Pursuant to the amendment, and subject to the consummation of the Company’s initial business combination, the Advisor’s entitlement to a fee equal to 3.5% of the gross proceeds from the Company’s initial public offering will be modified as follows:
| ● | $500,000 shall be paid in cash, deferred until the later of (i) twelve (12) months after closing or (ii) the date when a key financing facility of the post-combination company is fully equitized. |
| ● | $1,300,000 shall be paid in shares of the post-combination company’s common stock, calculated based on the 30-day VWAP immediately following the closing date. These shares will be subject to piggyback registration rights and a lock-up that expires upon the termination or full amortization of the referenced financing facility. |
This amendment is consistent with previously disclosed efforts by the Company to work cooperatively with key transaction participants to reduce near-term cash obligations in connection with the closing of the business combination. A prior step in this effort was reported in the Company’s Form 8-K filed on May 30, 2025, which described the deferral of certain closing-related liabilities.
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: June 12, 2025 | ||
| BANNIX ACQUISITION CORP. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Chief Executive Officer | |