2022 Q4 Form 10-Q Financial Statement
#000173112222001914 Filed on November 09, 2022
Income Statement
Concept | 2022 Q4 | 2022 Q2 | 2021 Q4 |
---|---|---|---|
Revenue | $0.00 | $0.00 | $0.00 |
YoY Change | |||
Cost Of Revenue | |||
YoY Change | |||
Gross Profit | |||
YoY Change | |||
Gross Profit Margin | |||
Selling, General & Admin | |||
YoY Change | |||
% of Gross Profit | |||
Research & Development | |||
YoY Change | |||
% of Gross Profit | |||
Depreciation & Amortization | |||
YoY Change | |||
% of Gross Profit | |||
Operating Expenses | $257.3K | $257.3K | $275.7K |
YoY Change | -6.66% | 142850.0% | |
Operating Profit | -$257.3K | ||
YoY Change | 140507.65% | ||
Interest Expense | $630.5K | $46.03K | $1.500K |
YoY Change | 41932.67% | ||
% of Operating Profit | |||
Other Income/Expense, Net | $4.060K | $64.96K | $2.630M |
YoY Change | -99.85% | ||
Pretax Income | $377.3K | -$146.3K | $2.356M |
YoY Change | -83.99% | 81188.89% | |
Income Tax | $160.0K | ||
% Of Pretax Income | 42.42% | ||
Net Earnings | $217.2K | -$146.3K | $2.356M |
YoY Change | -90.78% | 81190.0% | |
Net Earnings / Revenue | |||
Basic Earnings Per Share | -$0.02 | ||
Diluted Earnings Per Share | $0.02 | -$15.53K | $239.3K |
COMMON SHARES | |||
Basic Shares Outstanding | 9.424M shares | 9.424M shares | |
Diluted Shares Outstanding | 9.424M shares |
Balance Sheet
Concept | 2022 Q4 | 2022 Q2 | 2021 Q4 |
---|---|---|---|
SHORT-TERM ASSETS | |||
Cash & Short-Term Investments | $19.26K | $148.7K | $429.4K |
YoY Change | -95.52% | -85.25% | |
Cash & Equivalents | $0.00 | $148.7K | $429.4K |
Short-Term Investments | |||
Other Short-Term Assets | $26.30K | $109.3K | $171.6K |
YoY Change | -84.68% | ||
Inventory | |||
Prepaid Expenses | $26.30K | $109.3K | $171.6K |
Receivables | |||
Other Receivables | |||
Total Short-Term Assets | $45.55K | $258.0K | $601.1K |
YoY Change | -92.42% | -74.41% | |
LONG-TERM ASSETS | |||
Property, Plant & Equipment | |||
YoY Change | |||
Goodwill | |||
YoY Change | |||
Intangibles | |||
YoY Change | |||
Long-Term Investments | $71.42M | $69.74M | |
YoY Change | |||
Other Assets | $69.74M | $69.69M | |
YoY Change | 42790.09% | ||
Total Long-Term Assets | $71.42M | $69.74M | $69.69M |
YoY Change | 2.48% | 42790.09% | |
TOTAL ASSETS | |||
Total Short-Term Assets | $45.55K | $258.0K | $601.1K |
Total Long-Term Assets | $71.42M | $69.74M | $69.69M |
Total Assets | $71.47M | $70.00M | $70.29M |
YoY Change | 1.67% | 5878.63% | |
SHORT-TERM LIABILITIES | |||
YoY Change | |||
Accounts Payable | $272.6K | $278.1K | $209.0K |
YoY Change | 30.45% | ||
Accrued Expenses | |||
YoY Change | |||
Deferred Revenue | |||
YoY Change | |||
Short-Term Debt | $0.00 | $0.00 | $0.00 |
YoY Change | -100.0% | ||
Long-Term Debt Due | $0.00 | $0.00 | |
YoY Change | |||
Total Short-Term Liabilities | $1.432M | $336.9K | $237.9K |
YoY Change | 501.95% | -70.89% | |
LONG-TERM LIABILITIES | |||
Long-Term Debt | $0.00 | $0.00 | $0.00 |
YoY Change | |||
Other Long-Term Liabilities | $237.2K | $261.5K | $3.663M |
YoY Change | -93.52% | ||
Total Long-Term Liabilities | $237.2K | $261.5K | $3.663M |
YoY Change | -93.52% | ||
TOTAL LIABILITIES | |||
Total Short-Term Liabilities | $1.432M | $336.9K | $237.9K |
Total Long-Term Liabilities | $237.2K | $261.5K | $3.663M |
Total Liabilities | $1.736M | $598.5K | $3.901M |
YoY Change | -55.5% | -48.3% | |
SHAREHOLDERS EQUITY | |||
Retained Earnings | -$1.268M | -$513.3K | -$277.2K |
YoY Change | 357.37% | ||
Common Stock | $39.62K | $39.62K | $39.62K |
YoY Change | 0.0% | ||
Preferred Stock | |||
YoY Change | |||
Treasury Stock (at cost) | $14.38K | $14.38K | $14.38K |
YoY Change | 0.0% | ||
Treasury Stock Shares | 1.438M shares | 1.438M shares | |
Shareholders Equity | -$1.243M | $5.248M | $66.39M |
YoY Change | |||
Total Liabilities & Shareholders Equity | $71.47M | $70.00M | $70.29M |
YoY Change | 1.67% | 5878.63% |
Cashflow Statement
Concept | 2022 Q4 | 2022 Q2 | 2021 Q4 |
---|---|---|---|
OPERATING ACTIVITIES | |||
Net Income | $217.2K | -$146.3K | $2.356M |
YoY Change | -90.78% | 81190.0% | |
Depreciation, Depletion And Amortization | |||
YoY Change | |||
Cash From Operating Activities | -$429.1K | -$79.53K | -$84.90K |
YoY Change | 405.41% | 25554.84% | |
INVESTING ACTIVITIES | |||
Capital Expenditures | |||
YoY Change | |||
Acquisitions | |||
YoY Change | |||
Other Investing Activities | -$690.0K | $0.00 | |
YoY Change | |||
Cash From Investing Activities | -$690.0K | $0.00 | |
YoY Change | |||
FINANCING ACTIVITIES | |||
Cash Dividend Paid | |||
YoY Change | |||
Common Stock Issuance & Retirement, Net | $0.00 | ||
YoY Change | |||
Debt Paid & Issued, Net | |||
YoY Change | |||
Cash From Financing Activities | 914.0K | 0.000 | 0.000 |
YoY Change | -100.0% | ||
NET CHANGE | |||
Cash From Operating Activities | -429.1K | -79.53K | -84.90K |
Cash From Investing Activities | -690.0K | 0.000 | |
Cash From Financing Activities | 914.0K | 0.000 | 0.000 |
Net Change In Cash | -205.1K | -79.53K | -84.90K |
YoY Change | 141.61% | -107.89% | |
FREE CASH FLOW | |||
Cash From Operating Activities | -$429.1K | -$79.53K | -$84.90K |
Capital Expenditures | |||
Free Cash Flow | |||
YoY Change |
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Profit Loss
ProfitLoss
|
-146322 | usd |
CY2022Q2 | binxu |
Accretion Of Common Stock Subject To Possible Redemption To Redemption Value
AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue
|
-3039773 | usd |
CY2022Q2 | us-gaap |
Stockholders Equity
StockholdersEquity
|
5247910 | usd |
CY2021Q1 | binxu |
Issuance Of Common Stock To Sponsors
IssuanceOfCommonStockToSponsors
|
28750 | usd |
CY2021Q1 | us-gaap |
Profit Loss
ProfitLoss
|
-1033 | usd |
CY2021Q1 | us-gaap |
Stockholders Equity
StockholdersEquity
|
27717 | usd |
CY2021Q2 | us-gaap |
Profit Loss
ProfitLoss
|
-183 | usd |
CY2021Q2 | binxu |
Purchase Of Common Stock From Sponsors
PurchaseOfCommonStockFromSponsors
|
-14375 | usd |
CY2021Q2 | us-gaap |
Stockholders Equity
StockholdersEquity
|
13159 | usd |
us-gaap |
Net Income Loss Available To Common Stockholders Basic
NetIncomeLossAvailableToCommonStockholdersBasic
|
-236066 | usd | |
us-gaap |
Proceeds From Issuance Or Sale Of Equity
ProceedsFromIssuanceOrSaleOfEquity
|
28750 | usd | |
us-gaap |
Deferred Finance Costs Ownshare Lending Arrangement Issuance Costs Adjustment
DeferredFinanceCostsOwnshareLendingArrangementIssuanceCostsAdjustment
|
107395 | usd | |
us-gaap |
Increase Decrease In Notes Payable Current
IncreaseDecreaseInNotesPayableCurrent
|
300000 | usd | |
binxu |
Loans From Sponsors
LoansFromSponsors
|
-787144 | usd | |
us-gaap |
Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
|
1008499 | usd | |
us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
-280789 | usd | |
us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
1008193 | usd | |
CY2021Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
429444 | usd |
CY2022Q2 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
148655 | usd |
CY2021Q2 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
1008193 | usd |
binxu |
Deferred Offering Costs Paid By Sponsor
DeferredOfferingCostsPaidBySponsor
|
50000 | usd | |
binxu |
Repurchase Of Treasury Stock Included In Due To Related Parties
RepurchaseOfTreasuryStockIncludedInDueToRelatedParties
|
7000 | usd | |
binxu |
Repurchase Of Treasury Stock Included In Loans Payable Sponsors
RepurchaseOfTreasuryStockIncludedInLoansPayableSponsors
|
7375 | usd | |
binxu |
Accretions Of Common Stock Subject To Possible Redemption To Redemption Value
AccretionsOfCommonStockSubjectToPossibleRedemptionToRedemptionValue
|
6079546 | usd | |
us-gaap |
Nature Of Operations
NatureOfOperations
|
<p id="xdx_804_eus-gaap--NatureOfOperations_zR3utIE2J0Z7" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>Note 1—<span id="xdx_82E_ziItuo3R2NM9">Organization and Business Operations</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>Organization and General</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Bannix Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in the state of Delaware on January 21, 2021. The Company was formed for the purpose of effecting mergers, capital stock exchange, asset acquisitions, stock purchases, reorganization or similar business combinations with one or more businesses (“Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">As of June 30, 2022, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through June 30, 2022 relates to the Company’s formation and the initial public offering (the “IPO”) (as defined below) and our search for a target for our initial business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b>Financing</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">The Company’s sponsors are Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath (“Yezhuvath”) and Seema Rao (“Rao”) (the “Sponsors”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">The registration statements for the Company’s IPO were declared effective on September 9, 2021 and September 10, 2021 (the “Effective Date”). On September 14, 2021, the Company consummated its IPO of 6,900,000 units at $10.00 per unit (the “Units”), which is discussed in Note 2. Each Unit consists of one share of common stock (the “Public Shares”), one redeemable warrant to purchase one share of common stock at a price of $11.50 per share and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of the Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Concurrent with the IPO, the Company consummated the issuance of 406,000 private placement units (the “Private Placement Units”) as follows: the Company sold 181,000 Private Placement Units to certain investors for aggregate cash proceeds of $2,460,000 and issued an additional 225,000 private placement units to the Sponsor in exchange for the cancellation of $1,105,000 in loans and a promissory note due to them (see Note 4). Each Private Placement Unit consists of one share of common stock, one redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one share of common stock upon the consummation of the Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Transaction costs incurred related to the IPO were $8,746,087, consisting of $1,845,000 in underwriter’s discount paid at the time of the offering, $225,000 in underwriting expense to be paid in the future, $2,861,040 in fair value of representative shares to the underwriters, $3,244,453 in fair value of Anchor Investors shares, $10,834 fair value of Associate shares and $559,760 in other offering costs. Of the total incurred, $33,223 was allocated to the warrants and charged to expense and $8,712,864 was charged to temporary equity.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b>Trust Account</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Following the closing of the IPO on September 14, 2021, an amount of $69,690,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and Private Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds from this offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of this offering, or within any period of extension, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Initial Business Combination</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company has 15 months from the closing of the offering to consummate the initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 15 months, the Company may, by resolution of the board if requested by the initial stockholders, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 21 months to complete a Business Combination) (the “Combination Period”), subject to the Sponsors depositing additional funds into the Trust Account as set out below. Pursuant to the terms of the bylaws and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for the Company to consummate the initial Business Combination, the Sponsors, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension, $690,000 ($0.10 per share in either case) on or prior to the date of the applicable deadline, up to an aggregate of $1,380,000, or approximately $0.20 per share. In the event that the Company receives notice from the Sponsors five days prior to the applicable deadline of its wish for the Company to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. The Sponsors and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. If the Company is unable to consummate the initial Business Combination within the applicable time period, the Company will, promptly but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account and promptly following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and warrants will be worthless. Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of the independent directors.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company anticipates structuring the initial Business Combination so that the post-transaction company in which the public stockholders own shares will own or acquire substantially all of the equity interests or assets of the target business or businesses. The Company may, however, structure the initial Business Combination such that the post-transaction company owns or acquires less than substantially all of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but the Company will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, the stockholders prior to the initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company in the Business Combination transaction. For example, the Company could pursue a transaction in which the Company issue a substantial number of new shares in exchange for all of the outstanding capital stock of shares or other equity interests. In this case, the Company would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, the stockholders immediately prior to the initial Business Combination could own less than a majority of the outstanding shares subsequent to the initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses even if the acquisitions of the target businesses are not closed simultaneously.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Although the Company believes that the net proceeds of the offering will be sufficient to allow the Company to consummate a Business Combination, because the Company has not yet identified any prospective target business, the Company cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering prove to be insufficient, either because of the size of the Business Combination, the depletion of the available net proceeds in search of a target business, or because the Company becomes obligated to redeem a significant number of the Public Shares upon consummation of the initial Business Combination, the Company will be required to seek additional financing, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Furthermore, the Company may issue a substantial number of additional shares of common or preferred stock to complete the initial Business Combination or under an employee incentive plan upon or after consummation of the initial Business Combination. The Company does not have a maximum debt leverage ratio or a policy with respect to how much debt the Company may incur. The amount of debt the Company will be willing to incur will depend on the facts and circumstances of the proposed Business Combination and market conditions at the time of the potential Business Combination. At this time, the Company is not party to any arrangement or understanding with any third party with respect to raising additional funds through the sale of the securities or the incurrence of debt. Subject to compliance with applicable securities laws, the Company would only consummate such financing simultaneously with the consummation of the initial Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Nasdaq rules require that the initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding advisory fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. If the board is not able to independently determine the fair market value of the target business or businesses, the Company will obtain an opinion from an independent investment banking firm or an independent accounting firm with respect to the satisfaction of such criteria. The Company does not intend to purchase multiple businesses in unrelated industries in connection with the initial Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely at its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The initial carrying value of the common stock subject to redemption is recorded at an amount equal to the proceeds of the public offering less (i) the fair value of the public warrants and less (ii) offering costs allocable to the common stock sold as part of the units in the IPO. Such initial carrying value is classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company’s amended and restated certificate of incorporation provides that in no event will it redeem the public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 both immediately before and after the consummation of the Business Combination (so that the Company is not subject to the SEC’s “penny stock” rules). Redemptions of the Company’s public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination. For example, the Business Combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the Business Combination. In the event the aggregate cash consideration the Company would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate amount of cash available to the Company, it will not complete the Business Combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Sponsors, officers and directors and Representative (as defined in Note 5) have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares (as defined below) and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company’s Sponsors have agreed that they will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsors to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsors have sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsors’ only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsors would be able to satisfy those obligations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b>Liquidity, Capital Resources, and Going Concern</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of June 30, 2022, the Company had $<span id="xdx_90D_eus-gaap--Cash_c20220630_pp0p0" title="Cash">148,655</span> in cash and working capital deficit of $<span id="xdx_906_ecustom--WorkingCaptial_c20220630_pp0p0" title="Working captial">78,979</span>.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company’s liquidity needs through June 30, 2022 were satisfied through (1) a capital contribution from the Sponsors of $<span id="xdx_907_eus-gaap--DueToOtherRelatedPartiesClassifiedCurrent_c20220630_pp0p0" title="Due to Related Parties">28,750</span> for common stock (“Founder Shares”) and (2) loans from Sponsors and related parties in order to pay offering costs. In addition, in order to fund transaction costs in connection with a possible Business Combination, the Company’s Sponsors, an affiliate of the Sponsors, and/or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of June 30, 2022, the Company owed $<span id="xdx_905_eus-gaap--DueToRelatedPartiesCurrent_c20220630_pp0p0" title="Due to Related Parties, Current">58,890</span> to Sponsors and related parties. See Note 4 for further disclosure of Sponsor and related party loans.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Based on the foregoing, management believes that the Company may not have sufficient funds and borrowing capacity to meet its operating needs through the consummation of a Business Combination through the initial term of the Company which expires on December 14, 2022. Over this time period, the Company will be utilizing the funds in the operating bank account to pay existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. As of the date of the filing of this report, management has indicated that it does intend to extend the term of the Company after its initial term expires.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is within 12 months of its mandatory liquidation date as of the date of the filing of this report. In connection with the Company’s assessment of going concern considerations, the Company has until December 14, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company has determined that the insufficient funds to meet the operating needs of the Company through the liquidation date as well as the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raise substantial doubt about our ability to continue as a going concern.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 14.55pt; text-align: justify; text-indent: -14.6pt; background-color: white"><b>Risks and Uncertainties</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 14.55pt; text-align: justify; text-indent: -14.6pt; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Management is currently evaluating the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Consideration of Inflation Reduction Act Excise Tax</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> | ||
CY2022Q2 | us-gaap |
Cash
Cash
|
148655 | usd |
CY2022Q2 | binxu |
Working Captial
WorkingCaptial
|
78979 | usd |
us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | pure | |
CY2022Q2 | us-gaap |
Due To Other Related Parties Classified Current
DueToOtherRelatedPartiesClassifiedCurrent
|
28750 | usd |
CY2022Q2 | binxu |
Uncertain Tax Benefits
UncertainTaxBenefits
|
0 | usd |
CY2022Q2 | us-gaap |
Due To Related Parties Current
DueToRelatedPartiesCurrent
|
58890 | usd |
us-gaap |
Use Of Estimates
UseOfEstimates
|
<p id="xdx_84A_eus-gaap--UseOfEstimates_zjPN9GqCLxXg" style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b><span id="xdx_869_zPxNBYhSmzL3">Use of Estimates</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> | ||
us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p id="xdx_84F_eus-gaap--ConcentrationRiskCreditRisk_zYUJFRm3gxzj" style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 14.55pt; text-align: justify; text-indent: -14.6pt; background-color: white"><b><span id="xdx_86C_zIaERQrhzugg">Concentration of Credit Risk</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 14.55pt; text-align: justify; text-indent: -14.6pt; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $<span id="xdx_904_eus-gaap--CashFDICInsuredAmount_iI_c20220630_zA60FsbTXGb1" title="Federal Depository Insurance">250,000</span>. The Company has not experienced losses on these accounts.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> | ||
CY2022Q2 | us-gaap |
Cash Fdic Insured Amount
CashFDICInsuredAmount
|
250000 | usd |
CY2021Q4 | binxu |
Uncertain Tax Benefits
UncertainTaxBenefits
|
0 | usd |
CY2022Q2 | us-gaap |
Temporary Equity Shares Issued
TemporaryEquitySharesIssued
|
7306000 | shares |
CY2022Q2 | us-gaap |
Net Income Loss
NetIncomeLoss
|
-146322 | usd |
CY2021Q2 | us-gaap |
Net Income Loss
NetIncomeLoss
|
-183 | usd |
us-gaap |
Net Income Loss
NetIncomeLoss
|
-236066 | usd | |
us-gaap |
Net Income Loss
NetIncomeLoss
|
-1216 | usd | |
CY2022Q2 | binxu |
Weighted Average Shares Of Common Stock
WeightedAverageSharesOfCommonStock
|
9424000 | shares |
CY2021Q2 | binxu |
Weighted Average Shares Of Common Stock
WeightedAverageSharesOfCommonStock
|
2835165 | shares |
binxu |
Weighted Average Shares Of Common Stock
WeightedAverageSharesOfCommonStock
|
9424000 | shares | |
binxu |
Weighted Average Shares Of Common Stock
WeightedAverageSharesOfCommonStock
|
2585615 | shares | |
CY2022Q2 | binxu |
Basic And Diluted Loss Per Share
BasicAndDilutedLossPerShare
|
-0.02 | |
CY2021Q2 | binxu |
Basic And Diluted Loss Per Share
BasicAndDilutedLossPerShare
|
-0.00 | |
binxu |
Basic And Diluted Loss Per Share
BasicAndDilutedLossPerShare
|
-0.03 | ||
binxu |
Basic And Diluted Loss Per Share
BasicAndDilutedLossPerShare
|
-0.00 | ||
CY2022Q2 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | pure |
CY2021Q2 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | pure |
us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | pure | |
CY2022Q2 | us-gaap |
Income Tax Examination Penalties And Interest Accrued
IncomeTaxExaminationPenaltiesAndInterestAccrued
|
0 | usd |
CY2021Q4 | us-gaap |
Income Tax Examination Penalties And Interest Accrued
IncomeTaxExaminationPenaltiesAndInterestAccrued
|
0 | usd |
CY2021Q3 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
7.48 | |
CY2021Q3 | binxu |
Aggregate Value
AggregateValue
|
972000 | usd |
CY2021Q3 | binxu |
Founder Shares
FounderShares
|
130000 | shares |
us-gaap |
Share Based Compensation
ShareBasedCompensation
|
972000 | usd | |
CY2021Q4 | us-gaap |
Redeemable Noncontrolling Interest Equity Redemption Value
RedeemableNoncontrollingInterestEquityRedemptionValue
|
58071313 | usd |
us-gaap |
Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
|
6079546 | usd | |
CY2022Q2 | us-gaap |
Redeemable Noncontrolling Interest Equity Redemption Value
RedeemableNoncontrollingInterestEquityRedemptionValue
|
64150859 | usd |
us-gaap |
Proceeds From Divestiture Of Businesses Net Of Cash Divested
ProceedsFromDivestitureOfBusinessesNetOfCashDivested
|
2460000 | usd | |
CY2022Q2 | us-gaap |
Subordinated Debt
SubordinatedDebt
|
300000 | usd |
us-gaap |
Proceeds From Issuance Of Private Placement
ProceedsFromIssuanceOfPrivatePlacement
|
30000 | usd | |
CY2022Q2 | us-gaap |
Due To Related Parties Current And Noncurrent
DueToRelatedPartiesCurrentAndNoncurrent
|
0 | usd |
CY2022Q2 | us-gaap |
Notes Payable Related Parties Classified Current
NotesPayableRelatedPartiesClassifiedCurrent
|
3557 | usd |
CY2022Q2 | us-gaap |
Payment For Administrative Fees
PaymentForAdministrativeFees
|
15000 | usd |
us-gaap |
Payment For Administrative Fees
PaymentForAdministrativeFees
|
30000 | usd | |
CY2021Q4 | us-gaap |
Fair Value Net Asset Liability
FairValueNetAssetLiability
|
194880 | usd |
CY2022Q1 | binxu |
Change In Fair Value Of Private Warrants
ChangeInFairValueOfPrivateWarrants
|
-93380 | usd |
CY2022Q1 | us-gaap |
Fair Value Net Asset Liability
FairValueNetAssetLiability
|
101500 | usd |
CY2022Q2 | binxu |
Change In Fair Value Of Private Warrants
ChangeInFairValueOfPrivateWarrants
|
-64960 | usd |
CY2022Q2 | us-gaap |
Fair Value Net Asset Liability
FairValueNetAssetLiability
|
36540 | usd |
binxu |
Initial Fair Value Of Private Warrants
InitialFairValueOfPrivateWarrants
|
345100 | usd | |
binxu |
Change In Fair Value
ChangeInFairValue
|
-150220 | usd | |
CY2021Q4 | us-gaap |
Fair Value Net Asset Liability
FairValueNetAssetLiability
|
194880 | usd |
CY2022Q2 | us-gaap |
Common Stock Par Or Stated Value Per Share
CommonStockParOrStatedValuePerShare
|
0.01 | |
CY2022Q2 | us-gaap |
Common Stock Shares Outstanding
CommonStockSharesOutstanding
|
2524000 | shares |
CY2022Q2 | us-gaap |
Temporary Equity Shares Authorized
TemporaryEquitySharesAuthorized
|
6900000 | shares |
CY2022Q2 | us-gaap |
Common Stock Shares Authorized
CommonStockSharesAuthorized
|
100000000 | shares |