$bnix 2024 Q3 10-Q

Concept	2024 Q3	2024 Q2
Revenue	$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	$248.8K	$348.4K
YoY Change	-36.87%	-28.92%
Operating Profit	-$248.8K	-$348.4K
YoY Change	-36.87%	-28.92%
Interest Expense	$178.1K	$200.1K
YoY Change	-51.98%	-41.16%
% of Operating Profit
Other Income/Expense, Net	$178.1K	$204.1K
YoY Change	-52.5%	-39.3%
Pretax Income	-$70.76K	-$144.3K
YoY Change	266.56%	-6.21%
Income Tax	$83.93K	$8.826K
% Of Pretax Income
Net Earnings	-$154.7K	-$153.1K
YoY Change	52.94%	-36.05%
Net Earnings / Revenue
Basic Earnings Per Share	-$0.04	-$0.04
Diluted Earnings Per Share	-$0.04	-$0.04
COMMON SHARES
Basic Shares Outstanding	4.082M shares	4.082M shares
Diluted Shares Outstanding	3.841M shares	4.082M shares

Concept	2024 Q3	2024 Q2
SHORT-TERM ASSETS
Cash & Short-Term Investments	$271.8K	$29.69K
YoY Change	586.61%	-77.16%
Cash & Equivalents	$0.00	$0.00
Short-Term Investments
Other Short-Term Assets	$4.110K	$5.290K
YoY Change	-30.69%	-73.55%
Inventory
Prepaid Expenses
Receivables
Other Receivables
Total Short-Term Assets	$275.9K	$34.98K
YoY Change	506.17%	-77.14%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments	$3.664M	$17.38M
YoY Change	-88.52%	-44.5%
Other Assets
YoY Change
Total Long-Term Assets	$3.664M	$17.38M
YoY Change	-88.52%	-44.5%
TOTAL ASSETS
Total Short-Term Assets	$275.9K	$34.98K
Total Long-Term Assets	$3.664M	$17.38M
Total Assets	$3.940M	$17.41M
YoY Change	-87.67%	-44.66%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable	$991.2K	$881.4K
YoY Change	38.16%	72.82%
Accrued Expenses	$700.0K	$562.1K
YoY Change	70.42%	37.1%
Deferred Revenue
YoY Change
Short-Term Debt	$1.004M	$1.004M
YoY Change	38.29%	128.18%
Long-Term Debt Due	$0.00	$0.00
YoY Change
Total Short-Term Liabilities	$5.071M	$4.459M
YoY Change	39.94%	47.16%
LONG-TERM LIABILITIES
Long-Term Debt	$0.00	$0.00
YoY Change
Other Long-Term Liabilities	$233.1K	$233.1K
YoY Change	-1.71%	-2.87%
Total Long-Term Liabilities	$233.1K	$233.1K
YoY Change	-1.71%	-2.87%
TOTAL LIABILITIES
Total Short-Term Liabilities	$5.071M	$4.459M
Total Long-Term Liabilities	$233.1K	$233.1K
Total Liabilities	$5.304M	$4.692M
YoY Change	37.38%	43.44%
SHAREHOLDERS EQUITY
Retained Earnings	-$5.407M	-$4.732M
YoY Change	68.73%	77.13%
Common Stock	$39.62K	$39.62K
YoY Change	0.0%	0.0%
Preferred Stock
YoY Change
Treasury Stock (at cost)	$14.38K	$14.38K
YoY Change	0.0%	0.0%
Treasury Stock Shares
Shareholders Equity	-$5.382M	-$4.707M
YoY Change
Total Liabilities & Shareholders Equity	$3.940M	$17.41M
YoY Change	-87.67%	-44.66%

Concept	2024 Q3	2024 Q2
OPERATING ACTIVITIES
Net Income	-$154.7K	-$153.1K
YoY Change	52.94%	-36.05%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities	-$166.0K	-$257.5K
YoY Change	7.32%	60.93%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities	$13.89M	-$75.00K
YoY Change	-6273.46%	-67.39%
Cash From Investing Activities	$13.89M	-$75.00K
YoY Change	-6273.46%	-67.39%
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities	-13.48M	0.000
YoY Change	-4749.34%	-100.0%
NET CHANGE
Cash From Operating Activities	-166.0K	-257.5K
Cash From Investing Activities	13.89M	-75.00K
Cash From Financing Activities	-13.48M	0.000
Net Change In Cash	242.1K	-332.5K
YoY Change	-370.03%	-377.07%
FREE CASH FLOW
Cash From Operating Activities	-$166.0K	-$257.5K
Capital Expenditures
Free Cash Flow
YoY Change

Frame	Concept Type	Concept / XBRL Key	Value	Unit
CY2024Q2	us-gaap	Commitments And Contingencies CommitmentsAndContingencies		usd
CY2023Q4	us-gaap	Commitments And Contingencies CommitmentsAndContingencies		usd
	dei	Entity Address Address Line1 EntityAddressAddressLine1	8265 West Sunset Blvd.
	dei	Entity Address Address Line2 EntityAddressAddressLine2	Suite # 107
	dei	Entity Address City Or Town EntityAddressCityOrTown	West Hollywood
	dei	Entity Address State Or Province EntityAddressStateOrProvince	CA
	dei	Entity Address Postal Zip Code EntityAddressPostalZipCode	90046
	dei	City Area Code CityAreaCode	323
	dei	Local Phone Number LocalPhoneNumber	682-8949
	dei	Entity Current Reporting Status EntityCurrentReportingStatus	No
	dei	Entity Interactive Data Current EntityInteractiveDataCurrent	Yes
	dei	Entity Filer Category EntityFilerCategory	Non-accelerated Filer
	dei	Entity Small Business EntitySmallBusiness	true
	dei	Entity Emerging Growth Company EntityEmergingGrowthCompany	true
	dei	Entity Ex Transition Period EntityExTransitionPeriod	false
	dei	Entity Shell Company EntityShellCompany	true
CY2024Q3	dei	Entity Common Stock Shares Outstanding EntityCommonStockSharesOutstanding	4081747	shares
CY2024Q2	us-gaap	Cash Cash	29694	usd
CY2023Q4	us-gaap	Cash Cash	232278	usd
CY2024Q2	us-gaap	Other Prepaid Expense Current OtherPrepaidExpenseCurrent	5290	usd
CY2023Q4	us-gaap	Other Prepaid Expense Current OtherPrepaidExpenseCurrent	5251	usd
CY2024Q2	us-gaap	Assets Current AssetsCurrent	34984	usd
CY2023Q4	us-gaap	Assets Current AssetsCurrent	237529	usd
CY2024Q2	us-gaap	Assets Held In Trust AssetsHeldInTrust	17375843	usd
CY2023Q4	us-gaap	Assets Held In Trust AssetsHeldInTrust	32116099	usd
CY2024Q2	us-gaap	Assets Assets	17410827	usd
CY2023Q4	us-gaap	Assets Assets	32353628	usd
CY2024Q2	us-gaap	Accounts Payable And Accrued Liabilities Current AccountsPayableAndAccruedLiabilitiesCurrent	881402	usd
CY2023Q4	us-gaap	Accounts Payable And Accrued Liabilities Current AccountsPayableAndAccruedLiabilitiesCurrent	787307	usd
CY2024Q2	binxu	Income Taxes Payable Current IncomeTaxesPayableCurrent	561738	usd
CY2023Q4	binxu	Income Taxes Payable Current IncomeTaxesPayableCurrent	552912	usd
CY2024Q2	us-gaap	Sales And Excise Tax Payable Current SalesAndExciseTaxPayableCurrent	562116	usd
CY2023Q4	us-gaap	Sales And Excise Tax Payable Current SalesAndExciseTaxPayableCurrent	410772	usd
CY2024Q2	binxu	Promissory Notes Evie PromissoryNotesEvie	1003995	usd
CY2023Q4	binxu	Promissory Notes Evie PromissoryNotesEvie	974015	usd
CY2024Q2	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1449590	usd
CY2023Q4	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1213600	usd
CY2024Q2	us-gaap	Liabilities Current LiabilitiesCurrent	4458841	usd
CY2023Q4	us-gaap	Liabilities Current LiabilitiesCurrent	3938606	usd
CY2024Q2	us-gaap	Extended Product Warranty Accrual Noncurrent ExtendedProductWarrantyAccrualNoncurrent	8120	usd
CY2023Q4	us-gaap	Extended Product Warranty Accrual Noncurrent ExtendedProductWarrantyAccrualNoncurrent	4060	usd
CY2023Q4	binxu	Deferred Underwriters Discount DeferredUnderwritersDiscount	225000	usd
CY2024Q2	us-gaap	Liabilities Liabilities	4691961	usd
CY2023Q4	us-gaap	Liabilities Liabilities	4167666	usd
CY2024Q2	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	1557747	shares
CY2023Q4	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	2939613	shares
CY2023Q4	binxu	Common Stock Subject To Possible Redemption CommonStockSubjectToPossibleRedemption	31839150	usd
CY2024Q2	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.01
CY2023Q4	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.01
CY2024Q2	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued	0	shares
CY2023Q4	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding	0	shares
CY2024Q2	us-gaap	Preferred Stock Value PreferredStockValue	0	usd
CY2023Q4	us-gaap	Preferred Stock Value PreferredStockValue	0	usd
CY2024Q2	us-gaap	Common Stock Par Or Stated Value Per Share CommonStockParOrStatedValuePerShare	0.01
CY2023Q4	us-gaap	Common Stock Par Or Stated Value Per Share CommonStockParOrStatedValuePerShare	0.01
CY2024Q2	us-gaap	Common Stock Shares Authorized CommonStockSharesAuthorized	100000000	shares
CY2023Q4	us-gaap	Common Stock Shares Authorized CommonStockSharesAuthorized	100000000	shares
CY2024Q2	us-gaap	Common Stock Shares Issued CommonStockSharesIssued	5519247	shares
CY2023Q4	us-gaap	Common Stock Shares Issued CommonStockSharesIssued	6901113	shares
CY2024Q2	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	2524000	shares
CY2023Q4	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	2524000	shares
CY2023Q4	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	2939613	shares
CY2024Q2	us-gaap	Treasury Stock Common Shares TreasuryStockCommonShares	1437500	shares
CY2023Q4	us-gaap	Treasury Stock Common Shares TreasuryStockCommonShares	1437500	shares
CY2024Q2	us-gaap	Common Stock Value CommonStockValue	39615	usd
CY2023Q4	us-gaap	Common Stock Value CommonStockValue	39615	usd
CY2024Q2	us-gaap	Additional Paid In Capital AdditionalPaidInCapital	0	usd
CY2023Q4	us-gaap	Additional Paid In Capital AdditionalPaidInCapital	0	usd
CY2024Q2	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-4732336	usd
CY2023Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-3678428	usd
CY2024Q2	us-gaap	Treasury Stock Common Shares TreasuryStockCommonShares	1437500	shares
CY2023Q4	us-gaap	Treasury Stock Common Shares TreasuryStockCommonShares	1437500	shares
CY2024Q2	us-gaap	Treasury Stock Value TreasuryStockValue	14375	usd
CY2023Q4	us-gaap	Treasury Stock Value TreasuryStockValue	14375	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-4707096	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-3653188	usd
CY2024Q2	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	17410827	usd
CY2023Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	32353628	usd
CY2024Q2	us-gaap	Operating Expenses OperatingExpenses	348402	usd
CY2023Q2	us-gaap	Operating Expenses OperatingExpenses	490123	usd
CY2024Q2	binxu	Deferred Underwriters Discount DeferredUnderwritersDiscount	225000	usd
CY2024Q2	binxu	Common Stock Subject To Possible Redemption CommonStockSubjectToPossibleRedemption	17425962	usd
CY2024Q2	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	1557747	shares
	us-gaap	Operating Expenses OperatingExpenses	768454	usd
	us-gaap	Operating Expenses OperatingExpenses	803653	usd
CY2024Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-348402	usd
CY2023Q2	us-gaap	Operating Income Loss OperatingIncomeLoss	-490123	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-768454	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-803653	usd
CY2024Q2	binxu	Interest Income On Trust Account InterestIncomeOnTrustAccount	200064	usd
CY2023Q2	binxu	Interest Income On Trust Account InterestIncomeOnTrustAccount	340353	usd
	binxu	Interest Income On Trust Account InterestIncomeOnTrustAccount	566267	usd
	binxu	Interest Income On Trust Account InterestIncomeOnTrustAccount	1023275	usd
CY2024Q2	binxu	Gain On Forgiven Of Payables GainOnForgivenOfPayables	0	usd
CY2023Q2	binxu	Gain On Forgiven Of Payables GainOnForgivenOfPayables	0	usd
	binxu	Gain On Forgiven Of Payables GainOnForgivenOfPayables	33750	usd
	binxu	Gain On Forgiven Of Payables GainOnForgivenOfPayables	0	usd
CY2024Q2	binxu	Change In Fair Value Of Warrant Liabilities ChangeInFairValueOfWarrantLiabilities	4060	usd
CY2023Q2	binxu	Change In Fair Value Of Warrant Liabilities ChangeInFairValueOfWarrantLiabilities	-4060	usd
	binxu	Change In Fair Value Of Warrant Liabilities ChangeInFairValueOfWarrantLiabilities	-4060	usd
	binxu	Change In Fair Value Of Warrant Liabilities ChangeInFairValueOfWarrantLiabilities	-4060	usd
CY2024Q2	us-gaap	Other Nonoperating Income Expense OtherNonoperatingIncomeExpense	204124	usd
CY2023Q2	us-gaap	Other Nonoperating Income Expense OtherNonoperatingIncomeExpense	336293	usd
	us-gaap	Other Nonoperating Income Expense OtherNonoperatingIncomeExpense	595957	usd
	us-gaap	Other Nonoperating Income Expense OtherNonoperatingIncomeExpense	1019215	usd
CY2024Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-144278	usd
CY2023Q2	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-153830	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-172497	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	215562	usd
CY2024Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	8826	usd
CY2023Q2	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	85579	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	8826	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	266258	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-153104	usd
CY2023Q2	us-gaap	Net Income Loss NetIncomeLoss	-239409	usd
	us-gaap	Net Income Loss NetIncomeLoss	-181323	usd
	us-gaap	Net Income Loss NetIncomeLoss	-50696	usd
	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	6929613	shares
	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	6929613	shares
	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.01
	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.01
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-3653188	usd
CY2024Q1	us-gaap	Net Income Loss NetIncomeLoss	-28219	usd
CY2024Q1	binxu	Excise Tax Imposed On Common Stock Redemptions ExciseTaxImposedOnCommonStockRedemptions	-151344	usd
CY2024Q1	binxu	Accretion Of Common Stock Subject To Possible Redemption To Redemption Value AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	-491203	usd
CY2024Q1	us-gaap	Stockholders Equity StockholdersEquity	-4323954	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-153104	usd
CY2024Q2	binxu	Accretion Of Common Stock Subject To Possible Redemption To Redemption Value AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	-230038	usd
CY2024Q2	us-gaap	Stockholders Equity StockholdersEquity	-4707096	usd
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-1242612	usd
CY2023Q1	us-gaap	Net Income Loss NetIncomeLoss	188713	usd
CY2023Q1	binxu	Excise Tax Imposed On Common Stock Redemptions ExciseTaxImposedOnCommonStockRedemptions	-410772	usd
CY2023Q1	binxu	Accretion Of Common Stock Subject To Possible Redemption To Redemption Value AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	-497072	usd
CY2023Q1	us-gaap	Stockholders Equity StockholdersEquity	-1961743	usd
CY2023Q2	us-gaap	Net Income Loss NetIncomeLoss	-239409	usd
CY2023Q2	binxu	Accretion Of Common Stock Subject To Possible Redemption To Redemption Value AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	-445274	usd
CY2023Q2	us-gaap	Stockholders Equity StockholdersEquity	-2646426	usd
	us-gaap	Profit Loss ProfitLoss	-181323	usd
	us-gaap	Profit Loss ProfitLoss	-50696	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	4060	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	4060	usd
	binxu	Gain On Forgiven Of Payables GainOnForgivenOfPayables	33750	usd
	binxu	Gain On Forgiven Of Payables GainOnForgivenOfPayables	-0	usd
	binxu	Interest Incomes On Trust Account InterestIncomesOnTrustAccount	566267	usd
	binxu	Interest Incomes On Trust Account InterestIncomesOnTrustAccount	1023275	usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	39	usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-2539	usd
	us-gaap	Deferred Income Tax Expense Benefit DeferredIncomeTaxExpenseBenefit	0	usd
	us-gaap	Deferred Income Tax Expense Benefit DeferredIncomeTaxExpenseBenefit	-66997	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	8826	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	333255	usd
	us-gaap	Increase Decrease In Other Accounts Payable And Accrued Liabilities IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities	199025	usd
	us-gaap	Increase Decrease In Other Accounts Payable And Accrued Liabilities IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities	238071	usd
	us-gaap	Increase Decrease Due From Other Related Parties IncreaseDecreaseDueFromOtherRelatedParties	-149810	usd
	us-gaap	Increase Decrease Due From Other Related Parties IncreaseDecreaseDueFromOtherRelatedParties	-30000	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-419658	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-533043	usd
	binxu	Investment Of Cash Into Trust Account InvestmentOfCashIntoTrustAccount	250000	usd
	binxu	Investment Of Cash Into Trust Account InvestmentOfCashIntoTrustAccount	300000	usd
	binxu	Redemptions From Trust Account RedemptionsFromTrustAccount	15134429	usd
	binxu	Redemptions From Trust Account RedemptionsFromTrustAccount	41077199	usd
	binxu	Withdrawal From Trust Account To Pay Taxes WithdrawalFromTrustAccountToPayTaxes	422094	usd
	binxu	Withdrawal From Trust Account To Pay Taxes WithdrawalFromTrustAccountToPayTaxes	357010	usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	15306523	usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	41134209	usd
	binxu	Redemption Of Class Common Stock Subject To Possible Redemption RedemptionOfClassCommonStockSubjectToPossibleRedemption	15134429	usd
	binxu	Redemption Of Class Common Stock Subject To Possible Redemption RedemptionOfClassCommonStockSubjectToPossibleRedemption	41077199	usd
	binxu	Proceeds From Promissory Notes Evie ProceedsFromPromissoryNotesEvie	29980	usd
	binxu	Proceeds From Promissory Notes Evie ProceedsFromPromissoryNotesEvie	436040	usd
	binxu	Paid Promissory Note To Sponsor PaidPromissoryNoteToSponsor	15000	usd
	binxu	Paid Promissory Note To Sponsor PaidPromissoryNoteToSponsor	-0	usd
	binxu	Proceeds From Promissory Note To New Sponsors ProceedsFromPromissoryNoteToNewSponsors	30000	usd
	binxu	Proceeds From Promissory Note To New Sponsors ProceedsFromPromissoryNoteToNewSponsors	150000	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-15089449	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-40491159	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	-202584	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	110007	usd
CY2023Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	232278	usd
CY2022Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	19257	usd
CY2024Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	29694	usd
CY2023Q2	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	129264	usd
	us-gaap	Income Taxes Paid IncomeTaxesPaid	0	usd
	us-gaap	Income Taxes Paid IncomeTaxesPaid	0	usd
	us-gaap	Interest Paid InterestPaid	0	usd
	us-gaap	Interest Paid InterestPaid	0	usd
	binxu	Accretions Of Common Stock Subject To Possible Redemption To Redemption Value AccretionsOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	721241	usd
	binxu	Accretions Of Common Stock Subject To Possible Redemption To Redemption Value AccretionsOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	942346	usd
	binxu	Excise Tax Liability Accrued For Common Stock Redemptions ExciseTaxLiabilityAccruedForCommonStockRedemptions	151344	usd
	binxu	Excise Tax Liability Accrued For Common Stock Redemptions ExciseTaxLiabilityAccruedForCommonStockRedemptions	410772	usd
	us-gaap	Nature Of Operations NatureOfOperations	<p id="xdx_804_eus-gaap--NatureOfOperations_zJ27LruAB0M1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b>Note 1—<span id="xdx_820_zuT24kIwhxr2">Organization and Business Operations</span></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"><b>Organization and General</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">Bannix Acquisition Corp. (the “Company”) is a 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”).</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, 2024, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the initial public offering (the “IPO”) (as defined below) and the Company’s search for a target and the consummation of an 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 from the proceeds derived from the IPO and non-operating income or expense from the changes in the fair value of warrant liabilities. 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>Sponsors and Officers</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 original sponsors were Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath (“Yezhuvath”) and Seema Rao (“Rao”) (collectively, the “Former Sponsor”).</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">On October 20, 2022, pursuant to a Securities Purchase Agreement (“SPA”), Instant Fame LLC, a Nevada limited liability company controlled by a U.S. person (“Instant Fame”) (the “Sponsor”), acquired an aggregate of <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesAcquisitions_c20221019__20221020__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--BannixManagementLLPMember_zedNG8Cy7MBk" title="Number of shares acquired">385,000</span> shares of common stock of the Company from Bannix Management LLP, Balaji Venugopal Bhat, Nicholos Hellyer, Subbanarasimhaiah Arun, Vishant Vora and Suresh Yezhuvath and 90,000 private placement units from Suresh Yezhuvath (collectively, the “Sellers”) in a private transaction. The Sellers immediately loaned the entire proceeds to the Company for the working capital requirements of the Company. This loan will be forfeited by the Sellers upon liquidation or business combination. In connection with this transaction, all parties agreed to certain changes to the Board of Directors.</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 a result of the above, Subash Menon resigned as Chief Executive Officer and Chairman of the Board of Directors of the Company and Nicholas Hellyer resigned as Chief Financial Officer, Secretary and Head of Strategy. Douglas Davis was appointed as the Chief Executive Officer of the Company. Further, Balaji Venugopal Bhat, Subbanarasimhaiah Arun and Vishant Vora resigned as Directors of the Company. Mr. Bhat, Mr. Arun and Mr. Vora served on the Audit Committee with Mr. Bhat serving as the committee chair. Mr. Bhat, Mr. Arun and Mr. Vora served on the Compensation Committee with Mr. Arun serving as the committee chair.</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 Board was also increased from two to seven and Craig Marshak and Douglas Davis were appointed as Co-Chairmans of the Board of Directors effective immediately. Further, Jamal Khurshid, Eric T. Shuss and Ned L. Siegel were appointed to the Board of Directors of the Company. The resignations referenced above were not the result of any disagreement with management or the Board.</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">On November 10, 2022, Sudeesh Yezhuvath resigned as a director of the Company for personal reasons. The resignation was not the result of any disagreements with management or the Board.</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">Due to vacancies as results of board members departure, on November 11, 2022 the Board made the following decisions: (i) Jamie Khurshid, Ned Siegel and Eric Shuss each have been identified as being financially literate and independent under the SEC and Nasdaq Rules have been appointed to the Audit Committee to serve until their successors are qualified and appointed with such appointment subject to the mailing of that certain Schedule 14F Information Statement. Mr. Khurshid chairs the audit committee. (ii) Mr. Siegel, Mr. Shuss and Craig Marshak each have been identified as being independent under the SEC and Nasdaq Rules were appointed to the Compensation Committee to serve until their successors are qualified and appointed with such appointment subject to the mailing of that certain Schedule 14F Information Statement. (iii) Messrs. Davis and Marshak have been appointed as Class III directors, Subash Menon has been appointed as a Class I director and, subject to the mailing of the Schedule 14F Information Statement, Messrs. Khurshid, Siegel and Shuss have been appointed as the Class II directors. The Schedule 14F Information Statement was mailed on or about November 15, 2022.</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">On May 19, 2023, the Company entered into an Executive Retention Agreement with Mr. Davis, Chief Executive Officer and Co-Chairman of the Board of Directors, providing for an at-will employment arrangement that may be terminated by either party at any time, which provides for the payment of an annual salary of $<span id="xdx_907_eus-gaap--SalariesWagesAndOfficersCompensation_c20230518__20230519__srt--TitleOfIndividualAxis__custom--MrDavisMember_zPtI1pMbcbak" title="Payment of annual salary">240,000</span> to Mr. Davis. Additionally, the Company entered into a letter agreement with Subash Menon, a director of the Company, for services in connection with the review and advice pertaining to the proposed Business Combination (discussed below) providing for a payment in the amount of $<span id="xdx_907_ecustom--PaymentOnClosingOfBusinessCombination_c20230518__20230519__srt--TitleOfIndividualAxis__custom--SubashMenonMember_zdlSt2oIDEZj" title="Payment on closing of business combination">200,000</span> upon the closing of 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">On April 10, 2024, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer of the Company. There is no understanding or arrangement between Mr. Klinger and any other person pursuant to which he was appointed as an executive officer. Mr. Klinger does not have any family relationship with any director, executive officer or person nominated or chosen by us to become an executive officer. The employment of Mr. Klinger is at will and may be terminated at any time, with or without formal cause.</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>Initial Public Offering</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 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 <span id="xdx_90E_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20210913__20210914__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zWDal0wM0JY9" title="Sale of stock">6,900,000</span> 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 Former Sponsor in exchange for the cancellation of $1,105,000 in loans and a promissory note due to them (see Note 5). 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"><b>Trust Account and Extensions</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">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. The Company has since divested its investments in the Trust Account and placed the funds in an interest-bearing demand deposit account. 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><i>March 8, 2023 Special Meeting</i></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 held a Special Meeting of Stockholders on March 8, 2023 (the “Special Meeting”). At the Special Meeting, the stockholder approved the filing of an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Extension Amendment”), 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 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.</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">At the Special Meeting, stockholders holding a total of <span id="xdx_904_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20230307__20230308__us-gaap--StatementClassOfStockAxis__us-gaap--CommonStockMember_zhVwKF0XkW0j" title="Number of shares exercised, shares">3,960,387</span> 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, $<span id="xdx_906_eus-gaap--StockIssuedDuringPeriodValueStockOptionsExercised_c20230307__20230308__us-gaap--StatementClassOfStockAxis__us-gaap--CommonStockMember_zUI4ZECwDMu6" title="Number of shares exercised, value">41,077,199</span> (approximately $<span id="xdx_907_eus-gaap--SharesIssuedPricePerShare_iI_c20230308__us-gaap--StatementClassOfStockAxis__us-gaap--CommonStockMember_zEIgCypvTwn6" title="Share price">10.37</span> per share) was removed from the Company’s Trust Account to pay such holders. Following redemptions, the Company had <span id="xdx_902_eus-gaap--TemporaryEquitySharesOutstanding_iI_c20230308__us-gaap--StatementClassOfStockAxis__us-gaap--CommonStockMember_ztgtydbvl2e6" title="Shares outstanding">5,463,613</span> shares outstanding.</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"><i>March 8, 2024 Annual Meeting</i></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">On March 8, 2024, the Company held its Annual Meeting of Stockholders of the Company (the “Annual Meeting”), whereby the Company’s stockholders approved an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “March 2024 Amendment”), to extend the date by which the Company must (1) complete a Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering that was consummated on September 14, 2021, from March 14, 2024, as extended, 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 six (6) times by an additional one (1) month each time after March 14, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s Sponsor, until September 14, 2024, or a total of up to six (6) months after March 14, 2024, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment”).</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">Additionally, the Company’s stockholders approved an amendment to remove from the Amended and Restated Certificate of Incorporation the redemption limitation contained under Section 9.2(a) preventing the Company from closing a Business Combination if it would have less than $5,000,001 of net tangible assets (the “NTA Amendment”).</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"><span id="xdx_90F_eus-gaap--CommonStockVotingRights_c20240101__20240630_z0uk4FmhxPB4" title="Description of common stock voting rights">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.</span> As a result, $<span id="xdx_907_eus-gaap--PaymentsForRepurchaseOfCommonStock_c20240307__20240308_zRWTIhKNj11h" title="Payment to trust account holders">15,134,429</span> (approximately $<span id="xdx_906_ecustom--PaymentPerShareOfCommonStock_iI_c20240308_zxROPcfGhVH1" title="Payment per share of common stock">10.95</span> per share) was removed from the Company’s Trust Account to pay such holders. Following redemptions, the Company has <span id="xdx_906_eus-gaap--CommonStockSharesOutstanding_iI_c20240308_zQd27PPusxq" title="Common stock, shares outstanding">4,081,747</span> shares outstanding.</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 association with the Company’s Special Meeting and Annual meeting, as of the filing of this Form 10-Q, the Company has deposited an aggregate of $<span id="xdx_909_ecustom--DepositedInTrustAccount_c20240101__20240630_zmganT75iGU4" title="Deposited in trust account">1,715,000</span> into the Trust Account to extend the Deadline Date to August 14, 2024.</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>Initial Business Combination</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 has until August 15, 2024 (unless extended) to (1) complete a Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering.</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 may extend the Deadline Date, without another stockholder vote, to extend the date to consummate a Business Combination on a monthly basis up to one (1) time by an additional one (1) month each time after August 15, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s Sponsor, until September 14, 2024, unless the closing of a Business Combination shall have occurred prior thereto.</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 the event that the Company receives notice from Instant Fame 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. Instant Fame 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Although the Company believes that the net proceeds of the offering will be sufficient to allow the Company to consummate a Business Combination 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">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 $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 plus additional deposits to extend the Combination Period).</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">Related to the redemption of the Company’s public shares, the Company’s has no limitation on its net tangible assets either immediately before or after the consummation of the Business Combination. Redemptions of the Company’s public shares may be subject to a net tangible asset test or cash requirement pursuant to an agreement relating to a 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">The Sponsor, officers and directors and Representative (as defined in Note 6) 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">The Company’s Sponsor has agreed to 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) $10.95 per Public Share (subject to increase of up to an additional $25,000 per month in the event that the Sponsors elects to extend the period of time to consummate a Business Combination as set forth in the March 2024 Extension Amendment) 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 $10.95 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 Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.</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">On May 10, 2023, the Company engaged a law firm to assist with the proposed Business Combination with Evie Group (discussed below). The Company paid $<span id="xdx_90C_eus-gaap--BusinessCombinationAcquisitionRelatedCosts_c20230509__20230510_zBIWhpFyq2Vk" title="Payment on agreement with EVIE">30,000</span> upon entering into the agreement, $<span id="xdx_901_eus-gaap--BusinessCombinationAcquisitionRelatedCosts_c20230509__20230510__us-gaap--LongtermDebtTypeAxis__custom--EvieGroupSigningMember_zGlfL2nYtng4" title="Payment on agreement with EVIE">70,000</span> upon Evie Group signing a definitive Business Combination agreement and the remaining $<span id="xdx_902_eus-gaap--BusinessCombinationContingentConsiderationLiability_iI_c20230510__us-gaap--LongtermDebtTypeAxis__custom--EvieGroupSigningMember_zXQoC3Jhyfjj" title="Remaining contingent liability">500,000</span> was contingent upon the closing of the Business Combination with Evie Group. Per termination of the proposed Business Combination with Evie Group, for a reason, the specific engagement of the law firm for this task been canceled.</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 July 2024, the Company deposited $<span id="xdx_90C_ecustom--DepositedInTrustAccount_c20240701__20240731__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_z7G7NeVVcsOc" title="Deposited in trust account">25,000</span> in the Trust Account and extended the Deadline Date to August 14, 2024.</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>Proposed Business Combination – Evie Group (Terminated)</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">On June 23, 2023, the Company, Evie Autonomous Group Ltd (“Evie Group”), and the shareholder of the Evie Group (“Evie Group Shareholder”), entered into a Business Combination Agreement (the “Business Combination Agreement” or “BCA”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: the acquisition by Bannix of all of the issued and outstanding share capital of Evie Group from the Evie Group Shareholder in exchange for the issuance of eighty-five million new shares of common stock of Bannix, $<span id="xdx_903_eus-gaap--SharesIssuedPricePerShare_iI_c20230623__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_zdnnTNeHgNp5" title="Share price">0.01</span> par value per share (the “Common Stock”), pursuant to which Evie Group will become a direct wholly owned subsidiary of Bannix (the “Share Acquisition”).</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">Patent Purchase Agreement (Terminated)</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">On August 8, 2023 the Company entered into a Patent Purchase Agreement (“PPA”) with GBT Tokenize Corp. (“Tokenize”), which is <span id="xdx_909_eus-gaap--MinorityInterestOwnershipPercentageByParent_iI_dp_c20230808__srt--OwnershipAxis__custom--GBTMember__us-gaap--TransactionTypeAxis__custom--PatentPurchaseAgreementMember_z4wdXJiCFJM7" title="Ownership percentage">50</span>% owned by GBT Technologies Inc., which provided its consent, to acquire the entire rights, title, and interest of certain patents and patent applications providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs 2D/3D images of stationary and in motion objects, (the “Patents”). The closing date of the PPA was planned to immediately follow the closing of the Transaction described in the proposed Business Combination Agreement. The Purchase Price was set at <span id="xdx_90B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent_dp_c20230807__20230808__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_zqNMiEY7kyFd" title="Purchase price percentage">5</span>% of the consideration that the Company is paying to the shareholders of Evie Group under the Business Combination Agreement. The BCA sets the consideration to be paid by the Company at $<span id="xdx_90B_eus-gaap--BusinessCombinationConsiderationTransferredOther1_pn6n6_c20230807__20230808__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_z2Y34MODyiwb" title="Consideration paid">850</span> million and, in turn, the consideration in the PPA to be paid to Tokenize is $<span id="xdx_90F_ecustom--BusinessCombinationConsiderationToBePaid_pn5n6_c20230807__20230808__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_zYJCFoT1EVDl" title="Business combination consideration to be paid">42.5</span> million.</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"><i>Sponsor Support Agreement</i></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">On August 7, 2023, Instant Fame entered into a sponsor letter agreement (“Sponsor Letter Agreement”) with the Company, whereby Instant Fame agreed to, among other things, support and vote in favor of the Business Combination Agreement and use its reasonable best efforts to take all other actions necessary to consummate the transactions contemplated thereby, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.</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"><i>Transaction Support Agreement</i></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">On August 7, 2023, Evie Group entered into a transaction support agreement pursuant to which Evie Group’s shareholder agreed to, among other things, support and provide any necessary votes in favor of the Business Combination Agreement and ancillary agreements.</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"><i>Termination</i></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">On March 11, 2024, the Bannix sent EVIE Group and the EVIE Group Shareholder a notice providing that the Business Combination Agreement has been terminated as a result of the failure of EVIE Group and the EVIE Group Shareholder to loan or procure a loan to Bannix as required pursuant to Section 5.21 of the Business Combination Agreement.</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 is not obligated to pay any penalties pursuant to the terms of the Business Combination Agreement as a result of the termination. The Sponsor Letter Agreement entered between Bannix, Instant Fame LLC and EVIE Group dated August 7, 2023 and the Transaction Support Agreement between Bannix and the EVIE Group Shareholder dated August 7, 2023 automatically terminated as a result of the termination of the Business Combination Agreement.</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 the PPA was contingent upon Bannix closing the acquisition of EVIE and due to the termination of the proposed Business Combination, Bannix and Tokenize agreed to terminate the PPA which was consented to by GBT.</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>Proposed Business Combination – VisionWave Technologies</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">On March 26, 2024, Bannix, VisionWave Technologies Inc., a Nevada corporation (“VisionWave”), and the shareholders of VisionWave (the “VisionWave Shareholder”), entered into a business combination agreement (the “VisionWave Business Combination Agreement” or “VisionWave BCA”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the VisionWave Business Combination Agreement, Bannix will acquire all of the issued and outstanding share capital of VisionWave from the VisionWave Shareholder in exchange for the issuance of <span id="xdx_90A_eus-gaap--SharesIssued_iI_c20240326__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_zQRfbjn4PRR6" title="Share issued">3,000,000</span> new shares of common stock of Bannix, $<span id="xdx_90D_eus-gaap--SharesIssuedPricePerShare_iI_c20240326__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_z75SaxpJkDD8" title="Share price">0.01</span> par value per share, pursuant to which VisionWave will become a direct wholly owned subsidiary of Bannix (the “Share Acquisition”) and (b) the other transactions contemplated by the VisionWave Business Combination Agreement and the Ancillary Documents referred to therein (collectively, the “VisionWave Transactions”). </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"><i>Representations and Warranties</i></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">Under the VisionWave Business Combination Agreement, Bannix has made customary representations and warranties to VisionWave, and the VisionWave Shareholder relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, Securities and Exchange Commission (the “SEC”) filings, financial statements, internal controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons, the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Jumpstart Our Business Startups Act of 2012, finders’ and brokers’ fees, sanctions and certain business practices, private placements, insurance, no misleading information supplied, the Trust Account, acknowledgement of no further representations and warranties and receipt of a fairness opinion.</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">Under the VisionWave Business Combination Agreement, VisionWave has made customary representations and warranties (on behalf of itself and its subsidiaries) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries, governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, material customers and suppliers, data protection and cybersecurity, sanctions and certain business practices, the Investment Company Act, finders’ and brokers’ fees and no misleading information supplied.</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">Under the VisionWave Business Combination Agreement, each VisionWave Shareholder has made customary representations and warranties (with respect to itself only) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non-contravention, litigation, certain investment representations, finders’ and brokers’ fees and no misleading information supplied.</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"><i>Covenants</i></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 VisionWave Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations prior to the consummation of the VisionWave Transactions, (ii) using commercially reasonable efforts to obtain relevant approvals and comply with all applicable listing requirements of The Nasdaq Stock Market LLC (“NASDAQ”) in connection with the VisionWave Transactions and (iii) using commercially reasonable efforts to consummate the VisionWave Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the VisionWave Transactions. The VisionWave Business Combination Agreement also contains additional covenants of the parties, including covenants providing for Bannix and VisionWave to use commercially reasonable efforts to file, and to cooperate with each other to prepare the proxy statement of Bannix.</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"><i>Conditions to Closing</i></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 respective obligations of each party to consummate the VisionWave Transactions, including the Share Acquisition, are subject to the satisfaction, or written waiver (where permissible), by VisionWave and Bannix of the following conditions:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Bannix’s shareholders having approved and adopted the Shareholder Approval Matters; and</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● the absence of any law or governmental order, inquiry, proceeding or other action that would prohibit the VisionWave Transactions.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Conditions to the Obligations of VisionWave and the VisionWave Shareholder</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The obligations of VisionWave and the VisionWave Shareholder to consummate the VisionWave Transactions are subject to the satisfaction, or written waiver (by VisionWave, where permissible) of the following conditions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● the representations and warranties of Bannix being true and correct as determined in accordance with the VisionWave Business Combination Agreement;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Bannix having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the VisionWave Business Combination Agreement to be performed or complied with by it on or prior to the closing date of the VisionWave business combination (“Closing Date”);</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Bannix having delivered to VisionWave a certificate dated as of the Closing Date, signed by an officer of Bannix, certifying as to the satisfaction of certain conditions specified in the VisionWave Business Combination Agreement;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● no Material Adverse Effect shall have occurred with respect to Bannix that is continuing and uncured;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Bannix having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed to Bannix on the Closing Date, and all such funds released from the Trust Account be available to the surviving company;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● Bannix having provided the public holders of Bannix shares of common stock with the opportunity to make redemption elections with respect to their Bannix shares of common stock pursuant to their Redemption Rights; and</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● the Ancillary Documents required to be executed by Bannix according to the VisionWave Business Combination Agreement at or prior to the Closing Date shall have been executed and delivered to VisionWave.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Conditions to the Obligations of Bannix</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The obligations of Bannix to consummate the VisionWave Transactions are subject to the satisfaction, or written waiver (by Bannix where permissible) of the following conditions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● the representations and warranties of VisionWave and the VisionWave Shareholder being true and correct as determined in accordance with the VisionWave Business Combination Agreement;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● each of VisionWave and the VisionWave Shareholder having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under the VisionWave Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● VisionWave having delivered to Bannix a certificate dated as of the Closing Date, signed by VisionWave certifying as to the satisfaction of certain conditions specified in the VisionWave Business Combination Agreement but in each case, solely with respect to themselves;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● no Material Adverse Effect shall have occurred with respect to VisionWave that is continuing and uncured; and</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● the Ancillary Documents required to be executed by VisionWave and the VisionWave Shareholder according to the VisionWave Business Combination Agreement at or prior to the Closing Date shall have been executed and delivered to Bannix.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i>Termination</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The VisionWave Business Combination Agreement may be terminated and the VisionWave Transactions may be abandoned at any time prior to the Closing Date, notwithstanding receipt of any requisite approval and adoption of the VisionWave Business Combination Agreement and the VisionWave Transactions by the shareholders of Bannix or any party, as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● by mutual written consent of Bannix and VisionWave;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● by either Bannix or VisionWave if any of the closing conditions set forth in the VisionWave Business Combination Agreement have not been satisfied or waived by September 14, 2024; provided, however, that the VisionWave Business Combination Agreement may not be terminated under such provision of the VisionWave Business Combination Agreement by or on behalf of any party that either directly or indirectly through its affiliates (or with respect to VisionWave, the VisionWave Shareholder) is in breach or violation of any representation, warranty, covenant or obligation contained therein, with such breach or violation being the principal cause of the failure of a condition set forth in the VisionWave Business Combination Agreement on or prior to the Outside Date;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● by either Bannix or VisionWave if any governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the VisionWave Business Combination Agreement, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the VisionWave Business Combination Agreement pursuant to such section will not be available to a party if the failure by such party or its affiliates (or with respect to VisionWave, the VisionWave Shareholder) to comply with any provision of the VisionWave Business Combination Agreement was the principal cause of such order, action or prohibition;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● by VisionWave upon a breach of any representation, warranty, covenant or agreement on the part of Bannix set forth in the VisionWave Business Combination Agreement, or if any representation, warranty of Bannix becomes untrue or inaccurate, in each case such that the related closing conditions contained in the VisionWave Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● by Bannix upon a breach of any warranty, covenant or agreement on the part of VisionWave or the VisionWave Shareholder set forth in the VisionWave Business Combination Agreement, or if any warranty of such parties becomes untrue or inaccurate, in any case such that the related closing conditions contained in the VisionWave Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● by VisionWave if Bannix or the Bannix Securities are no longer listed on the NASDAQ or another national securities exchange; or</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">● by either Bannix or VisionWave if the special meeting of shareholders is held and has concluded, Bannix shareholders have duly voted, and the Required Shareholder Approval is not obtained</span>.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 29.15pt; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">The VisionWave Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the VisionWave Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the VisionWave Business Combination Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the VisionWave Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the VisionWave Business Combination Agreement are not necessarily characterizations of the actual state of facts about Bannix, the VisionWave Shareholder or VisionWave at the time they were made or otherwise and should only be read in conjunction with the other information that Bannix makes publicly available in reports, statements and other documents filed with the SEC.</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"><i>Ancillary Agreements</i></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">Pursuant to the VisionWave Business Combination Agreement, Bannix, Instant Fame, and VisionWave enter into the sponsor letter agreement (the “VisionWave Sponsor Letter Agreement”) dated March 26, 2024, pursuant to which the Instant Fame agreed to, among other things, support and vote in favor of the VisionWave Business Combination Agreement and use its reasonable best efforts to take all other actions necessary to consummate the transactions contemplated thereby, on the terms and subject to the conditions set forth in the VisionWave Sponsor Letter Agreement. Further, the VisionWave enter into, executed and delivered to Bannix a transaction support agreement (collectively, the “VisionWave Transaction Support Agreement”), pursuant to which the VisionWave Shareholder agreed to, among other things, support and provide any necessary votes in favor of the VisionWave Business Combination Agreement and ancillary agreements.</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"><i>Nasdaq Notices</i></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">On August 22, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Form 10-Q for the quarter ended June 30, 2023, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). The Company filed its Form 10-Q for the quarter ended June 30, 2023 on October 4, 2023 and regained compliance with the Nasdaq.</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">On January 9, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company had 45 calendar days (or until February 23, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 28, 2024, to regain compliance. On March 8, 2024, the Company held its annual meeting thus regaining compliance with the Nasdaq Listing Rule 5620(a).</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">On April 25, 2024, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC.</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 12.95pt 0 0; text-align: justify">On May 23, 2024, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Company’s Form 10-Q for the period ended March 31, 2024 and because the Company remains delinquent in filing its Form 10-K for the fiscal year ended December 31, 2023, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). In accordance with Nasdaq letter dated April 25, 2024, the Company has until June 24, 2024 to submit a plan to regain compliance with respect to these delinquent reports. On May 31, 2024, the Company filed its Form 10-K for the year ended December 31, 2023 and regained compliance with Nasdaq’s April 25, 2024 notice and its May 23, 2024 notice regarding the filing of the Company’s Form 10-K. On June 24, 2024, the Company filed its Form 10-Q for the quarter ended March 31, 2024 and regained compliance with Nasdaq’s May 23, 2024 notice regarding the filing of the Company’s Form 10-Q.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 12.95pt 0 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><i>New Auditors</i></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">On September 7, 2023, the Board of Directors (the “Board”) of 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.</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 12.95pt 0 0; text-align: justify"><i>Certificate of Correction to Certificate of Amendment</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 12.95pt 0 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On February 8, 2024, the Company filed a Certificate of Correction to its Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Correction”) filed with the Secretary of State of the State of Delaware on March 9, 2023 (the “Certificate of Amendment”). The Certificate of Amendment inadvertently removed the provisions relating to the Company’s obligation to wind up and liquidate the Company and redeem the public shares if the Company has not consummated an initial business combination within the specified time. The Certificate of Correction corrects this error to the Certificate of Amendment. The corrections made by the Certificate of Correction are retroactively effective as of March 9, 2023, the original filing date of the Certificate of Amendment.</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; background-color: white">As of June 30, 2024, the Company had $<span id="xdx_90D_eus-gaap--Cash_iI_c20240630_z8Zz1vsYGl4g" title="Cash">29,694</span> in cash and a working capital deficit of $<span id="xdx_908_ecustom--WorkingCaptialDeficit_iI_c20240630_z2XnjOANJP48" title="Working capital deficit">4,423,857</span>.</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 liquidity needs through June 30, 2024, were satisfied through (1) a capital contribution from the Sponsors of $<span id="xdx_90E_eus-gaap--OtherLiabilitiesCurrent_iI_c20240630__us-gaap--StatementClassOfStockAxis__us-gaap--CommonStockMember_zILc9rB6dRql" title="Due to related parties">28,750</span> for common stock (“Founder Shares”) and (2) loans from Former Sponsor and Sponsor and related parties in order to pay offering costs and other working capital needs. In addition, in order to fund transaction costs in connection with a possible Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, 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, 2024 and December 31, 2023, there were no loans associated with the Working Capital Loans. As of June 30, 2024 and December 31, 2023, the Company owed $<span id="xdx_908_eus-gaap--OtherLiabilitiesCurrent_iI_c20240630__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorsNewSponsorsAndRelatedPartyMember_zIONGfa1wXug" title="Due to related parties current">1,449,590</span> and $<span id="xdx_90E_eus-gaap--OtherLiabilitiesCurrent_iI_c20231231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorsNewSponsorsAndRelatedPartyMember_zCEjkicw5Oje" title="Due to related parties current">1,213,600</span> to the Former Sponsor, the Sponsor, related parties and affiliated related parties, respectively. See Note 5 for further disclosure of Former Sponsor, Sponsor, related parties and affiliated related parties loans.</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 additional sources of funding, the Company issued unsecured promissory notes to Evie Autonomous LTD with a principal amount of $<span id="xdx_903_eus-gaap--DebtInstrumentFaceAmount_iI_c20240630__us-gaap--LongtermDebtTypeAxis__custom--EVIEAutonomousExtensionNoteMember_z3WU3dlz8yZb" title="Principal amount">1,003,995</span> (the “Evie Autonomous Extension Notes”). The Evie Autonomous Extension Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination by the Deadline Date, the Evie Autonomous Extension Notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.</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">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 extended term of the Company which expires on September 14, 2024 (as extended). Over this time period, the Company will be utilizing the funds in the operating bank account to pay existing accounts payable and consummating the proposed 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">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 September 14, 2024 (as extended) 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">These factors raise doubt about the ability of the Company to continue as a going concern for one year from the date of issuance of these unaudited condensed 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; background-color: white">As a cure for the Company’s going concern assessment, the Company has entered into a proposed Business Combination Agreement with VisionWave.</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">These unaudited condensed 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b><i>Risks and Uncertainties</i></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">In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. And in October 2023, the Hamas Terror Organization attacked the Southern part of Israel, which in turn, commenced a military action with Gaza Strip. As a result, these actions, and the possibility of escalating military actions, have created and are expected to create global economic consequences. 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 unaudited condensed 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; background-color: white"><b><i>Consideration of Inflation Reduction Act Excise Tax</i></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">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 1% federal 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change.</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">Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the Company, in connection with a Business Combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s Class A common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100% of the remaining Class A common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced.</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><i>Investment Company Act 1940</i></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">Under the current rules and regulations of the SEC we are not deemed an investment company for purposes of the Investment Company Act; however, on March 30, 2022, the SEC proposed new rules (the “Proposed Rules”) relating, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The Proposed Rules provide a safe harbor for companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the Proposed Rules would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial Business Combination no later than 18 months after the effective date of the SPAC’s registration statement for its IPO. The Company would then be required to complete its initial Business Combination no later than 24 months after the effective date of such registration statement. There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including this Company. Although the Company entered into a definitive Business Combination agreement within 18 months after the effective date of the registration statement relating to the IPO, there is a risk that the Company may not complete an initial Business Combination within 24 months of such date. As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company were deemed to be an investment company for purposes of the Investment Company Act, the Company may be forced to abandon its efforts to complete an initial Business Combination and instead be required to liquidate. If the Company is required to liquidate, the investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction.</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 Investment Company Act defines an investment company as any issuer which (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; (ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or (iii) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis. The Company has assessed its primary line of business and the value of its investment securities as compared to the value of total assets to determine whether the Company may be deemed an investment company. The longer that the funds in the Trust Account are held in money market funds, there is a greater risk that the Company may be considered an unregistered investment company. As a result, the Company has switched all funds to cash, will likely receive minimal interest, if any, on the funds held in the Trust Account after such time, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of our Company. Currently, the funds in the Trust Account are held in a demand deposit account and meeting certain conditions under Rule 2a-7 under the Investment Company Act.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p>
	us-gaap	Common Stock Voting Rights CommonStockVotingRights	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.
CY2024Q1	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	15134429	usd
CY2024Q1	binxu	Payment Per Share Of Common Stock PaymentPerShareOfCommonStock	10.95
CY2024Q1	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	4081747	shares
	binxu	Deposited In Trust Account DepositedInTrustAccount	1715000	usd
CY2023Q2	us-gaap	Business Combination Acquisition Related Costs BusinessCombinationAcquisitionRelatedCosts	30000	usd
CY2024Q2	us-gaap	Cash Cash	29694	usd
CY2024Q2	binxu	Working Captial Deficit WorkingCaptialDeficit	4423857	usd
	us-gaap	Use Of Estimates UseOfEstimates	<p id="xdx_848_eus-gaap--UseOfEstimates_zvN4ZXIhqgUj" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b><span id="xdx_86D_zhW1rpyXcIV1">Use of Estimates</span></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 preparation of these 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 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; background-color: white"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">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. Significant estimates include assumptions made in the valuation of our Private Placement Warrants. Accordingly, the actual results could differ from those estimates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p>
CY2024Q2	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	0	usd
CY2023Q4	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	0	usd
	us-gaap	Concentration Risk Credit Risk ConcentrationRiskCreditRisk	<p id="xdx_848_eus-gaap--ConcentrationRiskCreditRisk_zsWckyorcUGa" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b><span id="xdx_865_z7E7u8dLILgi">Concentration of Credit Risk</span></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">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 $250,000. At June 30, 2024 and December 31, 2023, the Company had no deposits in excess of the Federal Depository Insurance Coverage, respectively. The Company has not experienced losses on these accounts.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"> </p>
	binxu	Withdrawn Amount WithdrawnAmount	422094	usd
	binxu	Withdrawn Amount WithdrawnAmount	357010	usd
CY2022Q4	binxu	Common Stock Subject To Possible Redemption Shares CommonStockSubjectToPossibleRedemptionShares	6900000	shares
CY2022Q4	binxu	Common Stock Subject To Possible Redemption CommonStockSubjectToPossibleRedemption	70973384	usd
CY2023	binxu	Redemptions From Trust Account Shares RedemptionsFromTrustAccountShares	3960387	shares
CY2023	binxu	Redemption From Trust Account RedemptionFromTrustAccount	41077199	usd
CY2023	binxu	Remeasurement Of Shares Subject To Redemption RemeasurementOfSharesSubjectToRedemption	1942965	usd
CY2023Q4	binxu	Common Stock Subject To Possible Redemption Shares CommonStockSubjectToPossibleRedemptionShares	2939613	shares
CY2023Q4	binxu	Common Stock Subject To Possible Redemption CommonStockSubjectToPossibleRedemption	31839150	usd
	binxu	Redemptions From Trust Account Shares RedemptionsFromTrustAccountShares	1381866	shares
	binxu	Redemption From Trust Account RedemptionFromTrustAccount	15134429	usd
	binxu	Plus Remeasurement Of Shares Subject To Redemption Shares PlusRemeasurementOfSharesSubjectToRedemptionShares	0	shares
	binxu	Remeasurement Of Shares Subject To Redemption RemeasurementOfSharesSubjectToRedemption	721241	usd
CY2024Q2	binxu	Common Stock Subject To Possible Redemption Shares CommonStockSubjectToPossibleRedemptionShares	1557747	shares
CY2024Q2	binxu	Common Stock Subject To Possible Redemption CommonStockSubjectToPossibleRedemption	17425962	usd
CY2024Q2	us-gaap	Net Income Loss NetIncomeLoss	-153104	usd
CY2023Q2	us-gaap	Net Income Loss NetIncomeLoss	-239409	usd
	us-gaap	Net Income Loss NetIncomeLoss	-181323	usd
	us-gaap	Net Income Loss NetIncomeLoss	-50696	usd
CY2024Q2	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	4081747	shares
CY2024Q2	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	4081747	shares
CY2023Q2	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	5463613	shares
CY2023Q2	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	5463613	shares
	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	4734717	shares
	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	4734717	shares
	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	6929613	shares
	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	6929613	shares
CY2024Q2	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.04
CY2024Q2	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.04
CY2023Q2	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.04
CY2023Q2	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.04
	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.04
	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.04
	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.01
	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.01
CY2024Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.061	pure
CY2023Q2	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.556	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.051	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	1.235	pure
CY2024Q2	binxu	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rates EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRates	0.21	pure
	binxu	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rates EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRates	0.21	pure
CY2023Q2	binxu	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rates EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRates	0.21	pure
	binxu	Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rates EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRates	0.21	pure
CY2024Q2	us-gaap	Unrecognized Tax Benefits UnrecognizedTaxBenefits	0	usd
CY2023Q4	us-gaap	Unrecognized Tax Benefits UnrecognizedTaxBenefits	0	usd
CY2024Q2	us-gaap	Income Tax Examination Penalties And Interest Accrued IncomeTaxExaminationPenaltiesAndInterestAccrued	0	usd
CY2023Q4	us-gaap	Income Tax Examination Penalties And Interest Accrued IncomeTaxExaminationPenaltiesAndInterestAccrued	0	usd
	us-gaap	Share Based Compensation ShareBasedCompensation	972400	usd
	us-gaap	Proceeds From Divestiture Of Businesses Net Of Cash Divested ProceedsFromDivestitureOfBusinessesNetOfCashDivested	2460000	usd
CY2024Q2	binxu	Promissory Notes Evie PromissoryNotesEvie	1003995	usd
CY2023Q4	binxu	Promissory Notes Evie PromissoryNotesEvie	974015	usd
CY2024Q2	us-gaap	Long Term Debt Current LongTermDebtCurrent	0	usd
CY2023Q4	us-gaap	Long Term Debt Current LongTermDebtCurrent	0	usd
CY2024Q2	binxu	Deferred Underwriters Discount DeferredUnderwritersDiscount	225000	usd
CY2024Q2	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1449590	usd
CY2023Q4	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1213600	usd
	us-gaap	Stock Repurchased During Period Shares StockRepurchasedDuringPeriodShares	700000	shares
CY2024Q2	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1449590	usd
CY2023Q4	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1213600	usd
CY2024Q2	binxu	Promissory Notes Outstanding PromissoryNotesOutstanding	840000	usd
CY2023Q4	binxu	Promissory Notes Outstanding PromissoryNotesOutstanding	840000	usd
	us-gaap	Costs And Expenses Related Party CostsAndExpensesRelatedParty	15000	usd
CY2024Q2	us-gaap	Payment For Administrative Fees PaymentForAdministrativeFees	15000	usd
	us-gaap	Payment For Administrative Fees PaymentForAdministrativeFees	15000	usd
CY2023Q2	us-gaap	Payment For Administrative Fees PaymentForAdministrativeFees	30000	usd
	us-gaap	Payment For Administrative Fees PaymentForAdministrativeFees	30000	usd
CY2024Q2	binxu	Deferred Underwriters Discount DeferredUnderwritersDiscount	225000	usd
CY2024Q2	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2024Q2	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.01
CY2023Q4	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.01
CY2024Q2	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued	0	shares
CY2024Q2	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding	0	shares
CY2023Q4	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued	0	shares
CY2023Q4	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding	0	shares
CY2024Q2	us-gaap	Common Stock Shares Authorized CommonStockSharesAuthorized	100000000	shares
CY2023Q4	us-gaap	Common Stock Shares Authorized CommonStockSharesAuthorized	100000000	shares
CY2024Q2	us-gaap	Common Stock Par Or Stated Value Per Share CommonStockParOrStatedValuePerShare	0.01
CY2023Q4	us-gaap	Common Stock Par Or Stated Value Per Share CommonStockParOrStatedValuePerShare	0.01
CY2024Q2	us-gaap	Common Stock Shares Issued CommonStockSharesIssued	5519247	shares
CY2023Q4	us-gaap	Common Stock Shares Issued CommonStockSharesIssued	6901113	shares
CY2024Q2	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	2524000	shares
CY2023Q4	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	2524000	shares
CY2024Q2	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	1557747	shares
CY2023Q4	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	2939613	shares
CY2024Q2	binxu	Business Acquisitions Share Price BusinessAcquisitionsSharePrice	9.20
CY2024Q2	binxu	Redemption Price RedemptionPrice	18.00
CY2024Q2	us-gaap	Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1	0.01
CY2024Q2	us-gaap	Share Price SharePrice	11.00
CY2023Q4	us-gaap	Share Price SharePrice	10.77
CY2024Q2	us-gaap	Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice	11.50
CY2023Q4	us-gaap	Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice	11.50
	us-gaap	Sharebased Compensation Arrangement By Sharebased Payment Award Fair Value Assumptions Expected Term1 SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1	P1Y
CY2023	us-gaap	Sharebased Compensation Arrangement By Sharebased Payment Award Fair Value Assumptions Expected Term1 SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1	P1Y2M12D
	us-gaap	Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate	0.005	pure
CY2023	us-gaap	Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate	0.0156	pure
	us-gaap	Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate	0.0433	pure
CY2023	us-gaap	Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate	0.0384	pure
	binxu	Share Based Compensation Arrangement By Share Based Payment Award Probability Of Completing Business Combination ShareBasedCompensationArrangementByShareBasedPaymentAwardProbabilityOfCompletingBusinessCombination	0.19	pure
CY2023	binxu	Share Based Compensation Arrangement By Share Based Payment Award Probability Of Completing Business Combination ShareBasedCompensationArrangementByShareBasedPaymentAwardProbabilityOfCompletingBusinessCombination	0.19	pure
CY2024Q2	ecd	Rule10b51 Arr Adopted Flag Rule10b51ArrAdoptedFlag	false
CY2024Q2	ecd	Non Rule10b51 Arr Adopted Flag NonRule10b51ArrAdoptedFlag	false
CY2024Q2	ecd	Rule10b51 Arr Trmntd Flag Rule10b51ArrTrmntdFlag	false
CY2024Q2	ecd	Non Rule10b51 Arr Trmntd Flag NonRule10b51ArrTrmntdFlag	false

CY2024Q2

us-gaap

Commitments And Contingencies

CommitmentsAndContingencies

usd

CY2023Q4

us-gaap

Commitments And Contingencies

CommitmentsAndContingencies

usd

dei

Entity Address Address Line1

EntityAddressAddressLine1

8265 West Sunset Blvd.

dei

Entity Address Address Line2

EntityAddressAddressLine2

Suite # 107

dei

Entity Address City Or Town

EntityAddressCityOrTown

West Hollywood

dei

Entity Address State Or Province

EntityAddressStateOrProvince

CA

dei

Entity Address Postal Zip Code

EntityAddressPostalZipCode

90046

dei

City Area Code

CityAreaCode

323

dei

Local Phone Number

LocalPhoneNumber

682-8949

dei

Entity Current Reporting Status

EntityCurrentReportingStatus

No

dei

Entity Interactive Data Current

EntityInteractiveDataCurrent

Yes

dei

Entity Filer Category

EntityFilerCategory

Non-accelerated Filer

dei

Entity Small Business

EntitySmallBusiness

true

dei

Entity Emerging Growth Company

EntityEmergingGrowthCompany

true

dei

Entity Ex Transition Period

EntityExTransitionPeriod

false

dei

Entity Shell Company

EntityShellCompany

true

CY2024Q3

dei

Entity Common Stock Shares Outstanding

EntityCommonStockSharesOutstanding

4081747

shares

CY2024Q2

us-gaap

Cash

29694

usd

CY2023Q4

us-gaap

Cash

232278

usd

CY2024Q2

us-gaap

Other Prepaid Expense Current

OtherPrepaidExpenseCurrent

5290

usd

CY2023Q4

us-gaap

Other Prepaid Expense Current

OtherPrepaidExpenseCurrent

5251

usd

CY2024Q2

us-gaap

Assets Current

AssetsCurrent

34984

usd

CY2023Q4

us-gaap

Assets Current

AssetsCurrent

237529

usd

CY2024Q2

us-gaap

Assets Held In Trust

AssetsHeldInTrust

17375843

usd

CY2023Q4

us-gaap

Assets Held In Trust

AssetsHeldInTrust

32116099

usd

CY2024Q2

us-gaap

Assets

17410827

usd

CY2023Q4

us-gaap

Assets

32353628

usd

CY2024Q2

us-gaap

Accounts Payable And Accrued Liabilities Current

AccountsPayableAndAccruedLiabilitiesCurrent

881402

usd

CY2023Q4

us-gaap

Accounts Payable And Accrued Liabilities Current

AccountsPayableAndAccruedLiabilitiesCurrent

787307

usd

CY2024Q2

binxu

Income Taxes Payable Current

IncomeTaxesPayableCurrent

561738

usd

CY2023Q4

binxu

Income Taxes Payable Current

IncomeTaxesPayableCurrent

552912

usd

CY2024Q2

us-gaap

Sales And Excise Tax Payable Current

SalesAndExciseTaxPayableCurrent

562116

usd

CY2023Q4

us-gaap

Sales And Excise Tax Payable Current

SalesAndExciseTaxPayableCurrent

410772

usd

CY2024Q2

binxu

Promissory Notes Evie

PromissoryNotesEvie

1003995

usd

CY2023Q4

binxu

Promissory Notes Evie

PromissoryNotesEvie

974015

usd

CY2024Q2

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1449590

usd

CY2023Q4

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1213600

usd

CY2024Q2

us-gaap

Liabilities Current

LiabilitiesCurrent

4458841

usd

CY2023Q4

us-gaap

Liabilities Current

LiabilitiesCurrent

3938606

usd

CY2024Q2

us-gaap

Extended Product Warranty Accrual Noncurrent

ExtendedProductWarrantyAccrualNoncurrent

8120

usd

CY2023Q4

us-gaap

Extended Product Warranty Accrual Noncurrent

ExtendedProductWarrantyAccrualNoncurrent

4060

usd

CY2023Q4

binxu

Deferred Underwriters Discount

DeferredUnderwritersDiscount

225000

usd

CY2024Q2

us-gaap

Liabilities

4691961

usd

CY2023Q4

us-gaap

Liabilities

4167666

usd

CY2024Q2

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

1557747

shares

CY2023Q4

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

2939613

shares

CY2023Q4

binxu

Common Stock Subject To Possible Redemption

CommonStockSubjectToPossibleRedemption

31839150

usd

CY2024Q2

us-gaap

Preferred Stock Par Or Stated Value Per Share

PreferredStockParOrStatedValuePerShare

0.01

CY2023Q4

us-gaap

Preferred Stock Par Or Stated Value Per Share

PreferredStockParOrStatedValuePerShare

0.01

CY2024Q2

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2023Q4

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2023Q4

us-gaap

Preferred Stock Shares Issued

PreferredStockSharesIssued

0

shares

CY2023Q4

us-gaap

Preferred Stock Shares Outstanding

PreferredStockSharesOutstanding

0

shares

CY2024Q2

us-gaap

Preferred Stock Value

PreferredStockValue

0

usd

CY2023Q4

us-gaap

Preferred Stock Value

PreferredStockValue

0

usd

CY2024Q2

us-gaap

Common Stock Par Or Stated Value Per Share

CommonStockParOrStatedValuePerShare

0.01

CY2023Q4

us-gaap

Common Stock Par Or Stated Value Per Share

CommonStockParOrStatedValuePerShare

0.01

CY2024Q2

us-gaap

Common Stock Shares Authorized

CommonStockSharesAuthorized

100000000

shares

CY2023Q4

us-gaap

Common Stock Shares Authorized

CommonStockSharesAuthorized

100000000

shares

CY2024Q2

us-gaap

Common Stock Shares Issued

CommonStockSharesIssued

5519247

shares

CY2023Q4

us-gaap

Common Stock Shares Issued

CommonStockSharesIssued

6901113

shares

CY2024Q2

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

2524000

shares

CY2023Q4

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

2524000

shares

CY2023Q4

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

2939613

shares

CY2024Q2

us-gaap

Treasury Stock Common Shares

TreasuryStockCommonShares

1437500

shares

CY2023Q4

us-gaap

Treasury Stock Common Shares

TreasuryStockCommonShares

1437500

shares

CY2024Q2

us-gaap

Common Stock Value

CommonStockValue

39615

usd

CY2023Q4

us-gaap

Common Stock Value

CommonStockValue

39615

usd

CY2024Q2

us-gaap

Additional Paid In Capital

AdditionalPaidInCapital

0

usd

CY2023Q4

us-gaap

Additional Paid In Capital

AdditionalPaidInCapital

0

usd

CY2024Q2

us-gaap

Retained Earnings Accumulated Deficit

RetainedEarningsAccumulatedDeficit

-4732336

usd

CY2023Q4

us-gaap

Retained Earnings Accumulated Deficit

RetainedEarningsAccumulatedDeficit

-3678428

usd

CY2024Q2

us-gaap

Treasury Stock Common Shares

TreasuryStockCommonShares

1437500

shares

CY2023Q4

us-gaap

Treasury Stock Common Shares

TreasuryStockCommonShares

1437500

shares

CY2024Q2

us-gaap

Treasury Stock Value

TreasuryStockValue

14375

usd

CY2023Q4

us-gaap

Treasury Stock Value

TreasuryStockValue

14375

usd

CY2024Q2

us-gaap

Stockholders Equity

StockholdersEquity

-4707096

usd

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-3653188

usd

CY2024Q2

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

17410827

usd

CY2023Q4

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

32353628

usd

CY2024Q2

us-gaap

Operating Expenses

OperatingExpenses

348402

usd

CY2023Q2

us-gaap

Operating Expenses

OperatingExpenses

490123

usd

CY2024Q2

binxu

Deferred Underwriters Discount

DeferredUnderwritersDiscount

225000

usd

CY2024Q2

binxu

Common Stock Subject To Possible Redemption

CommonStockSubjectToPossibleRedemption

17425962

usd

CY2024Q2

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

1557747

shares

us-gaap

Operating Expenses

OperatingExpenses

768454

usd

us-gaap

Operating Expenses

OperatingExpenses

803653

usd

CY2024Q2

us-gaap

Operating Income Loss

OperatingIncomeLoss

-348402

usd

CY2023Q2

us-gaap

Operating Income Loss

OperatingIncomeLoss

-490123

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-768454

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-803653

usd

CY2024Q2

binxu

Interest Income On Trust Account

InterestIncomeOnTrustAccount

200064

usd

CY2023Q2

binxu

Interest Income On Trust Account

InterestIncomeOnTrustAccount

340353

usd

binxu

Interest Income On Trust Account

InterestIncomeOnTrustAccount

566267

usd

binxu

Interest Income On Trust Account

InterestIncomeOnTrustAccount

1023275

usd

CY2024Q2

binxu

Gain On Forgiven Of Payables

GainOnForgivenOfPayables

0

usd

CY2023Q2

binxu

Gain On Forgiven Of Payables

GainOnForgivenOfPayables

0

usd

binxu

Gain On Forgiven Of Payables

GainOnForgivenOfPayables

33750

usd

binxu

Gain On Forgiven Of Payables

GainOnForgivenOfPayables

0

usd

CY2024Q2

binxu

Change In Fair Value Of Warrant Liabilities

ChangeInFairValueOfWarrantLiabilities

4060

usd

CY2023Q2

binxu

Change In Fair Value Of Warrant Liabilities

ChangeInFairValueOfWarrantLiabilities

-4060

usd

binxu

Change In Fair Value Of Warrant Liabilities

ChangeInFairValueOfWarrantLiabilities

-4060

usd

binxu

Change In Fair Value Of Warrant Liabilities

ChangeInFairValueOfWarrantLiabilities

-4060

usd

CY2024Q2

us-gaap

Other Nonoperating Income Expense

OtherNonoperatingIncomeExpense

204124

usd

CY2023Q2

us-gaap

Other Nonoperating Income Expense

OtherNonoperatingIncomeExpense

336293

usd

us-gaap

Other Nonoperating Income Expense

OtherNonoperatingIncomeExpense

595957

usd

us-gaap

Other Nonoperating Income Expense

OtherNonoperatingIncomeExpense

1019215

usd

CY2024Q2

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-144278

usd

CY2023Q2

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-153830

usd

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-172497

usd

us-gaap

Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

215562

usd

CY2024Q2

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

8826

usd

CY2023Q2

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

85579

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

8826

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

266258

usd

CY2024Q2

us-gaap

Net Income Loss

NetIncomeLoss

-153104

usd

CY2023Q2

us-gaap

Net Income Loss

NetIncomeLoss

-239409

usd

us-gaap

Net Income Loss

NetIncomeLoss

-181323

usd

us-gaap

Net Income Loss

NetIncomeLoss

-50696

usd

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

6929613

shares

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

6929613

shares

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.01

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.01

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-3653188

usd

CY2024Q1

us-gaap

Net Income Loss

NetIncomeLoss

-28219

usd

CY2024Q1

binxu

Excise Tax Imposed On Common Stock Redemptions

ExciseTaxImposedOnCommonStockRedemptions

-151344

usd

CY2024Q1

binxu

Accretion Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

-491203

usd

CY2024Q1

us-gaap

Stockholders Equity

StockholdersEquity

-4323954

usd

CY2024Q2

us-gaap

Net Income Loss

NetIncomeLoss

-153104

usd

CY2024Q2

binxu

Accretion Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

-230038

usd

CY2024Q2

us-gaap

Stockholders Equity

StockholdersEquity

-4707096

usd

CY2022Q4

us-gaap

Stockholders Equity

StockholdersEquity

-1242612

usd

CY2023Q1

us-gaap

Net Income Loss

NetIncomeLoss

188713

usd

CY2023Q1

binxu

Excise Tax Imposed On Common Stock Redemptions

ExciseTaxImposedOnCommonStockRedemptions

-410772

usd

CY2023Q1

binxu

Accretion Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

-497072

usd

CY2023Q1

us-gaap

Stockholders Equity

StockholdersEquity

-1961743

usd

CY2023Q2

us-gaap

Net Income Loss

NetIncomeLoss

-239409

usd

CY2023Q2

binxu

Accretion Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

-445274

usd

CY2023Q2

us-gaap

Stockholders Equity

StockholdersEquity

-2646426

usd

us-gaap

Profit Loss

ProfitLoss

-181323

usd

us-gaap

Profit Loss

ProfitLoss

-50696

usd

us-gaap

Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

4060

usd

us-gaap

Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

4060

usd

binxu

Gain On Forgiven Of Payables

GainOnForgivenOfPayables

33750

usd

binxu

Gain On Forgiven Of Payables

GainOnForgivenOfPayables

-0

usd

binxu

Interest Incomes On Trust Account

InterestIncomesOnTrustAccount

566267

usd

binxu

Interest Incomes On Trust Account

InterestIncomesOnTrustAccount

1023275

usd

us-gaap

Increase Decrease In Prepaid Expense

IncreaseDecreaseInPrepaidExpense

39

usd

us-gaap

Increase Decrease In Prepaid Expense

IncreaseDecreaseInPrepaidExpense

-2539

usd

us-gaap

Deferred Income Tax Expense Benefit

DeferredIncomeTaxExpenseBenefit

0

usd

us-gaap

Deferred Income Tax Expense Benefit

DeferredIncomeTaxExpenseBenefit

-66997

usd

us-gaap

Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

8826

usd

us-gaap

Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

333255

usd

us-gaap

Increase Decrease In Other Accounts Payable And Accrued Liabilities

IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities

199025

usd

us-gaap

Increase Decrease In Other Accounts Payable And Accrued Liabilities

IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities

238071

usd

us-gaap

Increase Decrease Due From Other Related Parties

IncreaseDecreaseDueFromOtherRelatedParties

-149810

usd

us-gaap

Increase Decrease Due From Other Related Parties

IncreaseDecreaseDueFromOtherRelatedParties

-30000

usd

us-gaap

Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-419658

usd

us-gaap

Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-533043

usd

binxu

Investment Of Cash Into Trust Account

InvestmentOfCashIntoTrustAccount

250000

usd

binxu

Investment Of Cash Into Trust Account

InvestmentOfCashIntoTrustAccount

300000

usd

binxu

Redemptions From Trust Account

RedemptionsFromTrustAccount

15134429

usd

binxu

Redemptions From Trust Account

RedemptionsFromTrustAccount

41077199

usd

binxu

Withdrawal From Trust Account To Pay Taxes

WithdrawalFromTrustAccountToPayTaxes

422094

usd

binxu

Withdrawal From Trust Account To Pay Taxes

WithdrawalFromTrustAccountToPayTaxes

357010

usd

us-gaap

Net Cash Provided By Used In Investing Activities

NetCashProvidedByUsedInInvestingActivities

15306523

usd

us-gaap

Net Cash Provided By Used In Investing Activities

NetCashProvidedByUsedInInvestingActivities

41134209

usd

binxu

Redemption Of Class Common Stock Subject To Possible Redemption

RedemptionOfClassCommonStockSubjectToPossibleRedemption

15134429

usd

binxu

Redemption Of Class Common Stock Subject To Possible Redemption

RedemptionOfClassCommonStockSubjectToPossibleRedemption

41077199

usd

binxu

Proceeds From Promissory Notes Evie

ProceedsFromPromissoryNotesEvie

29980

usd

binxu

Proceeds From Promissory Notes Evie

ProceedsFromPromissoryNotesEvie

436040

usd

binxu

Paid Promissory Note To Sponsor

PaidPromissoryNoteToSponsor

15000

usd

binxu

Paid Promissory Note To Sponsor

PaidPromissoryNoteToSponsor

-0

usd

binxu

Proceeds From Promissory Note To New Sponsors

ProceedsFromPromissoryNoteToNewSponsors

30000

usd

binxu

Proceeds From Promissory Note To New Sponsors

ProceedsFromPromissoryNoteToNewSponsors

150000

usd

us-gaap

Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-15089449

usd

us-gaap

Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-40491159

usd

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

-202584

usd

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

110007

usd

CY2023Q4

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

232278

usd

CY2022Q4

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

19257

usd

CY2024Q2

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

29694

usd

CY2023Q2

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

129264

usd

us-gaap

Income Taxes Paid

IncomeTaxesPaid

0

usd

us-gaap

Income Taxes Paid

IncomeTaxesPaid

0

usd

us-gaap

Interest Paid

InterestPaid

0

usd

us-gaap

Interest Paid

InterestPaid

0

usd

binxu

Accretions Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionsOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

721241

usd

binxu

Accretions Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionsOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

942346

usd

binxu

Excise Tax Liability Accrued For Common Stock Redemptions

ExciseTaxLiabilityAccruedForCommonStockRedemptions

151344

usd

binxu

Excise Tax Liability Accrued For Common Stock Redemptions

ExciseTaxLiabilityAccruedForCommonStockRedemptions

410772

usd

us-gaap

Nature Of Operations

NatureOfOperations

Note 1—Organization and Business Operations Organization and General Bannix Acquisition Corp. (the “Company”) is a 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”). As of June 30, 2024, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the initial public offering (the “IPO”) (as defined below) and the Company’s search for a target and the consummation of an 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 from the proceeds derived from the IPO and non-operating income or expense from the changes in the fair value of warrant liabilities. 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. Sponsors and Officers The Company’s original sponsors were Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath (“Yezhuvath”) and Seema Rao (“Rao”) (collectively, the “Former Sponsor”). On October 20, 2022, pursuant to a Securities Purchase Agreement (“SPA”), Instant Fame LLC, a Nevada limited liability company controlled by a U.S. person (“Instant Fame”) (the “Sponsor”), acquired an aggregate of <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesAcquisitions_c20221019__20221020__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--BannixManagementLLPMember_zedNG8Cy7MBk" title="Number of shares acquired">385,000 shares of common stock of the Company from Bannix Management LLP, Balaji Venugopal Bhat, Nicholos Hellyer, Subbanarasimhaiah Arun, Vishant Vora and Suresh Yezhuvath and 90,000 private placement units from Suresh Yezhuvath (collectively, the “Sellers”) in a private transaction. The Sellers immediately loaned the entire proceeds to the Company for the working capital requirements of the Company. This loan will be forfeited by the Sellers upon liquidation or business combination. In connection with this transaction, all parties agreed to certain changes to the Board of Directors. As a result of the above, Subash Menon resigned as Chief Executive Officer and Chairman of the Board of Directors of the Company and Nicholas Hellyer resigned as Chief Financial Officer, Secretary and Head of Strategy. Douglas Davis was appointed as the Chief Executive Officer of the Company. Further, Balaji Venugopal Bhat, Subbanarasimhaiah Arun and Vishant Vora resigned as Directors of the Company. Mr. Bhat, Mr. Arun and Mr. Vora served on the Audit Committee with Mr. Bhat serving as the committee chair. Mr. Bhat, Mr. Arun and Mr. Vora served on the Compensation Committee with Mr. Arun serving as the committee chair. The Board was also increased from two to seven and Craig Marshak and Douglas Davis were appointed as Co-Chairmans of the Board of Directors effective immediately. Further, Jamal Khurshid, Eric T. Shuss and Ned L. Siegel were appointed to the Board of Directors of the Company. The resignations referenced above were not the result of any disagreement with management or the Board. On November 10, 2022, Sudeesh Yezhuvath resigned as a director of the Company for personal reasons. The resignation was not the result of any disagreements with management or the Board. Due to vacancies as results of board members departure, on November 11, 2022 the Board made the following decisions: (i) Jamie Khurshid, Ned Siegel and Eric Shuss each have been identified as being financially literate and independent under the SEC and Nasdaq Rules have been appointed to the Audit Committee to serve until their successors are qualified and appointed with such appointment subject to the mailing of that certain Schedule 14F Information Statement. Mr. Khurshid chairs the audit committee. (ii) Mr. Siegel, Mr. Shuss and Craig Marshak each have been identified as being independent under the SEC and Nasdaq Rules were appointed to the Compensation Committee to serve until their successors are qualified and appointed with such appointment subject to the mailing of that certain Schedule 14F Information Statement. (iii) Messrs. Davis and Marshak have been appointed as Class III directors, Subash Menon has been appointed as a Class I director and, subject to the mailing of the Schedule 14F Information Statement, Messrs. Khurshid, Siegel and Shuss have been appointed as the Class II directors. The Schedule 14F Information Statement was mailed on or about November 15, 2022. On May 19, 2023, the Company entered into an Executive Retention Agreement with Mr. Davis, Chief Executive Officer and Co-Chairman of the Board of Directors, providing for an at-will employment arrangement that may be terminated by either party at any time, which provides for the payment of an annual salary of $240,000 to Mr. Davis. Additionally, the Company entered into a letter agreement with Subash Menon, a director of the Company, for services in connection with the review and advice pertaining to the proposed Business Combination (discussed below) providing for a payment in the amount of $200,000 upon the closing of a Business Combination. On April 10, 2024, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer of the Company. There is no understanding or arrangement between Mr. Klinger and any other person pursuant to which he was appointed as an executive officer. Mr. Klinger does not have any family relationship with any director, executive officer or person nominated or chosen by us to become an executive officer. The employment of Mr. Klinger is at will and may be terminated at any time, with or without formal cause. Initial Public Offering 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. 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 Former Sponsor in exchange for the cancellation of $1,105,000 in loans and a promissory note due to them (see Note 5). 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. Trust Account and Extensions 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. The Company has since divested its investments in the Trust Account and placed the funds in an interest-bearing demand deposit account. 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. March 8, 2023 Special Meeting The Company held a Special Meeting of Stockholders on March 8, 2023 (the “Special Meeting”). At the Special Meeting, the stockholder approved the filing of an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Extension Amendment”), 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 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. At the Special Meeting, stockholders holding a total of <span id="xdx_904_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_c20230307__20230308__us-gaap--StatementClassOfStockAxis__us-gaap--CommonStockMember_zhVwKF0XkW0j" title="Number of shares exercised, shares">3,960,387 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, $<span id="xdx_906_eus-gaap--StockIssuedDuringPeriodValueStockOptionsExercised_c20230307__20230308__us-gaap--StatementClassOfStockAxis__us-gaap--CommonStockMember_zUI4ZECwDMu6" title="Number of shares exercised, value">41,077,199 (approximately $10.37 per share) was removed from the Company’s Trust Account to pay such holders. Following redemptions, the Company had 5,463,613 shares outstanding. March 8, 2024 Annual Meeting On March 8, 2024, the Company held its Annual Meeting of Stockholders of the Company (the “Annual Meeting”), whereby the Company’s stockholders approved an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “March 2024 Amendment”), to extend the date by which the Company must (1) complete a Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering that was consummated on September 14, 2021, from March 14, 2024, as extended, 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 six (6) times by an additional one (1) month each time after March 14, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s Sponsor, until September 14, 2024, or a total of up to six (6) months after March 14, 2024, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment”). Additionally, the Company’s stockholders approved an amendment to remove from the Amended and Restated Certificate of Incorporation the redemption limitation contained under Section 9.2(a) preventing the Company from closing a Business Combination if it would have less than $5,000,001 of net tangible assets (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, $15,134,429 (approximately $10.95 per share) was removed from the Company’s Trust Account to pay such holders. Following redemptions, the Company has 4,081,747 shares outstanding. In association with the Company’s Special Meeting and Annual meeting, as of the filing of this Form 10-Q, the Company has deposited an aggregate of $1,715,000 into the Trust Account to extend the Deadline Date to August 14, 2024. Initial Business Combination The Company has until August 15, 2024 (unless extended) to (1) complete a Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (3) redeem 100% of the Company’s common stock included as part of the units sold in the Company’s initial public offering. The Company may extend the Deadline Date, without another stockholder vote, to extend the date to consummate a Business Combination on a monthly basis up to one (1) time by an additional one (1) month each time after August 15, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s Sponsor, until September 14, 2024, unless the closing of a Business Combination shall have occurred prior thereto. In the event that the Company receives notice from Instant Fame 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. Instant Fame 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. 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. Although the Company believes that the net proceeds of the offering will be sufficient to allow the Company to consummate a Business Combination 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. 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. 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 $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 plus additional deposits to extend the Combination Period). Related to the redemption of the Company’s public shares, the Company’s has no limitation on its net tangible assets either immediately before or after the consummation of the Business Combination. Redemptions of the Company’s public shares may be subject to a net tangible asset test or cash requirement pursuant to an agreement relating to a 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. The Sponsor, officers and directors and Representative (as defined in Note 6) 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. The Company’s Sponsor has agreed to 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) $10.95 per Public Share (subject to increase of up to an additional $25,000 per month in the event that the Sponsors elects to extend the period of time to consummate a Business Combination as set forth in the March 2024 Extension Amendment) 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 $10.95 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 Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. On May 10, 2023, the Company engaged a law firm to assist with the proposed Business Combination with Evie Group (discussed below). The Company paid $30,000 upon entering into the agreement, $70,000 upon Evie Group signing a definitive Business Combination agreement and the remaining $<span id="xdx_902_eus-gaap--BusinessCombinationContingentConsiderationLiability_iI_c20230510__us-gaap--LongtermDebtTypeAxis__custom--EvieGroupSigningMember_zXQoC3Jhyfjj" title="Remaining contingent liability">500,000 was contingent upon the closing of the Business Combination with Evie Group. Per termination of the proposed Business Combination with Evie Group, for a reason, the specific engagement of the law firm for this task been canceled. In July 2024, the Company deposited $25,000 in the Trust Account and extended the Deadline Date to August 14, 2024. Proposed Business Combination – Evie Group (Terminated) On June 23, 2023, the Company, Evie Autonomous Group Ltd (“Evie Group”), and the shareholder of the Evie Group (“Evie Group Shareholder”), entered into a Business Combination Agreement (the “Business Combination Agreement” or “BCA”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: the acquisition by Bannix of all of the issued and outstanding share capital of Evie Group from the Evie Group Shareholder in exchange for the issuance of eighty-five million new shares of common stock of Bannix, $0.01 par value per share (the “Common Stock”), pursuant to which Evie Group will become a direct wholly owned subsidiary of Bannix (the “Share Acquisition”). Patent Purchase Agreement (Terminated) On August 8, 2023 the Company entered into a Patent Purchase Agreement (“PPA”) with GBT Tokenize Corp. (“Tokenize”), which is <span id="xdx_909_eus-gaap--MinorityInterestOwnershipPercentageByParent_iI_dp_c20230808__srt--OwnershipAxis__custom--GBTMember__us-gaap--TransactionTypeAxis__custom--PatentPurchaseAgreementMember_z4wdXJiCFJM7" title="Ownership percentage">50% owned by GBT Technologies Inc., which provided its consent, to acquire the entire rights, title, and interest of certain patents and patent applications providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data, and constructs 2D/3D images of stationary and in motion objects, (the “Patents”). The closing date of the PPA was planned to immediately follow the closing of the Transaction described in the proposed Business Combination Agreement. The Purchase Price was set at <span id="xdx_90B_eus-gaap--SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent_dp_c20230807__20230808__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_zqNMiEY7kyFd" title="Purchase price percentage">5% of the consideration that the Company is paying to the shareholders of Evie Group under the Business Combination Agreement. The BCA sets the consideration to be paid by the Company at $<span id="xdx_90B_eus-gaap--BusinessCombinationConsiderationTransferredOther1_pn6n6_c20230807__20230808__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_z2Y34MODyiwb" title="Consideration paid">850 million and, in turn, the consideration in the PPA to be paid to Tokenize is $<span id="xdx_90F_ecustom--BusinessCombinationConsiderationToBePaid_pn5n6_c20230807__20230808__us-gaap--TransactionTypeAxis__custom--BusinessCombinationAgreementMember_zYJCFoT1EVDl" title="Business combination consideration to be paid">42.5 million. Sponsor Support Agreement On August 7, 2023, Instant Fame entered into a sponsor letter agreement (“Sponsor Letter Agreement”) with the Company, whereby Instant Fame agreed to, among other things, support and vote in favor of the Business Combination Agreement and use its reasonable best efforts to take all other actions necessary to consummate the transactions contemplated thereby, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. Transaction Support Agreement On August 7, 2023, Evie Group entered into a transaction support agreement pursuant to which Evie Group’s shareholder agreed to, among other things, support and provide any necessary votes in favor of the Business Combination Agreement and ancillary agreements. Termination On March 11, 2024, the Bannix sent EVIE Group and the EVIE Group Shareholder a notice providing that the Business Combination Agreement has been terminated as a result of the failure of EVIE Group and the EVIE Group Shareholder to loan or procure a loan to Bannix as required pursuant to Section 5.21 of the Business Combination Agreement. The Company is not obligated to pay any penalties pursuant to the terms of the Business Combination Agreement as a result of the termination. The Sponsor Letter Agreement entered between Bannix, Instant Fame LLC and EVIE Group dated August 7, 2023 and the Transaction Support Agreement between Bannix and the EVIE Group Shareholder dated August 7, 2023 automatically terminated as a result of the termination of the Business Combination Agreement. As the PPA was contingent upon Bannix closing the acquisition of EVIE and due to the termination of the proposed Business Combination, Bannix and Tokenize agreed to terminate the PPA which was consented to by GBT. Proposed Business Combination – VisionWave Technologies On March 26, 2024, Bannix, VisionWave Technologies Inc., a Nevada corporation (“VisionWave”), and the shareholders of VisionWave (the “VisionWave Shareholder”), entered into a business combination agreement (the “VisionWave Business Combination Agreement” or “VisionWave BCA”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the VisionWave Business Combination Agreement, Bannix will acquire all of the issued and outstanding share capital of VisionWave from the VisionWave Shareholder in exchange for the issuance of 3,000,000 new shares of common stock of Bannix, $0.01 par value per share, pursuant to which VisionWave will become a direct wholly owned subsidiary of Bannix (the “Share Acquisition”) and (b) the other transactions contemplated by the VisionWave Business Combination Agreement and the Ancillary Documents referred to therein (collectively, the “VisionWave Transactions”). Representations and Warranties Under the VisionWave Business Combination Agreement, Bannix has made customary representations and warranties to VisionWave, and the VisionWave Shareholder relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, Securities and Exchange Commission (the “SEC”) filings, financial statements, internal controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons, the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Jumpstart Our Business Startups Act of 2012, finders’ and brokers’ fees, sanctions and certain business practices, private placements, insurance, no misleading information supplied, the Trust Account, acknowledgement of no further representations and warranties and receipt of a fairness opinion. Under the VisionWave Business Combination Agreement, VisionWave has made customary representations and warranties (on behalf of itself and its subsidiaries) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries, governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, material customers and suppliers, data protection and cybersecurity, sanctions and certain business practices, the Investment Company Act, finders’ and brokers’ fees and no misleading information supplied. Under the VisionWave Business Combination Agreement, each VisionWave Shareholder has made customary representations and warranties (with respect to itself only) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non-contravention, litigation, certain investment representations, finders’ and brokers’ fees and no misleading information supplied. Covenants The VisionWave Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations prior to the consummation of the VisionWave Transactions, (ii) using commercially reasonable efforts to obtain relevant approvals and comply with all applicable listing requirements of The Nasdaq Stock Market LLC (“NASDAQ”) in connection with the VisionWave Transactions and (iii) using commercially reasonable efforts to consummate the VisionWave Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the VisionWave Transactions. The VisionWave Business Combination Agreement also contains additional covenants of the parties, including covenants providing for Bannix and VisionWave to use commercially reasonable efforts to file, and to cooperate with each other to prepare the proxy statement of Bannix. Conditions to Closing The respective obligations of each party to consummate the VisionWave Transactions, including the Share Acquisition, are subject to the satisfaction, or written waiver (where permissible), by VisionWave and Bannix of the following conditions: ● Bannix’s shareholders having approved and adopted the Shareholder Approval Matters; and ● the absence of any law or governmental order, inquiry, proceeding or other action that would prohibit the VisionWave Transactions. Conditions to the Obligations of VisionWave and the VisionWave Shareholder The obligations of VisionWave and the VisionWave Shareholder to consummate the VisionWave Transactions are subject to the satisfaction, or written waiver (by VisionWave, where permissible) of the following conditions: ● the representations and warranties of Bannix being true and correct as determined in accordance with the VisionWave Business Combination Agreement; ● Bannix having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the VisionWave Business Combination Agreement to be performed or complied with by it on or prior to the closing date of the VisionWave business combination (“Closing Date”); ● Bannix having delivered to VisionWave a certificate dated as of the Closing Date, signed by an officer of Bannix, certifying as to the satisfaction of certain conditions specified in the VisionWave Business Combination Agreement; ● no Material Adverse Effect shall have occurred with respect to Bannix that is continuing and uncured; ● Bannix having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed to Bannix on the Closing Date, and all such funds released from the Trust Account be available to the surviving company; ● Bannix having provided the public holders of Bannix shares of common stock with the opportunity to make redemption elections with respect to their Bannix shares of common stock pursuant to their Redemption Rights; and ● the Ancillary Documents required to be executed by Bannix according to the VisionWave Business Combination Agreement at or prior to the Closing Date shall have been executed and delivered to VisionWave. Conditions to the Obligations of Bannix The obligations of Bannix to consummate the VisionWave Transactions are subject to the satisfaction, or written waiver (by Bannix where permissible) of the following conditions: ● the representations and warranties of VisionWave and the VisionWave Shareholder being true and correct as determined in accordance with the VisionWave Business Combination Agreement; ● each of VisionWave and the VisionWave Shareholder having performed in all material respects all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under the VisionWave Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date; ● VisionWave having delivered to Bannix a certificate dated as of the Closing Date, signed by VisionWave certifying as to the satisfaction of certain conditions specified in the VisionWave Business Combination Agreement but in each case, solely with respect to themselves; ● no Material Adverse Effect shall have occurred with respect to VisionWave that is continuing and uncured; and ● the Ancillary Documents required to be executed by VisionWave and the VisionWave Shareholder according to the VisionWave Business Combination Agreement at or prior to the Closing Date shall have been executed and delivered to Bannix. Termination The VisionWave Business Combination Agreement may be terminated and the VisionWave Transactions may be abandoned at any time prior to the Closing Date, notwithstanding receipt of any requisite approval and adoption of the VisionWave Business Combination Agreement and the VisionWave Transactions by the shareholders of Bannix or any party, as follows: ● by mutual written consent of Bannix and VisionWave; ● by either Bannix or VisionWave if any of the closing conditions set forth in the VisionWave Business Combination Agreement have not been satisfied or waived by September 14, 2024; provided, however, that the VisionWave Business Combination Agreement may not be terminated under such provision of the VisionWave Business Combination Agreement by or on behalf of any party that either directly or indirectly through its affiliates (or with respect to VisionWave, the VisionWave Shareholder) is in breach or violation of any representation, warranty, covenant or obligation contained therein, with such breach or violation being the principal cause of the failure of a condition set forth in the VisionWave Business Combination Agreement on or prior to the Outside Date; ● by either Bannix or VisionWave if any governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the VisionWave Business Combination Agreement, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the VisionWave Business Combination Agreement pursuant to such section will not be available to a party if the failure by such party or its affiliates (or with respect to VisionWave, the VisionWave Shareholder) to comply with any provision of the VisionWave Business Combination Agreement was the principal cause of such order, action or prohibition; ● by VisionWave upon a breach of any representation, warranty, covenant or agreement on the part of Bannix set forth in the VisionWave Business Combination Agreement, or if any representation, warranty of Bannix becomes untrue or inaccurate, in each case such that the related closing conditions contained in the VisionWave Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights; ● by Bannix upon a breach of any warranty, covenant or agreement on the part of VisionWave or the VisionWave Shareholder set forth in the VisionWave Business Combination Agreement, or if any warranty of such parties becomes untrue or inaccurate, in any case such that the related closing conditions contained in the VisionWave Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights; ● by VisionWave if Bannix or the Bannix Securities are no longer listed on the NASDAQ or another national securities exchange; or ● by either Bannix or VisionWave if the special meeting of shareholders is held and has concluded, Bannix shareholders have duly voted, and the Required Shareholder Approval is not obtained. The VisionWave Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the VisionWave Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied in the representations and warranties in the VisionWave Business Combination Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the VisionWave Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the VisionWave Business Combination Agreement are not necessarily characterizations of the actual state of facts about Bannix, the VisionWave Shareholder or VisionWave at the time they were made or otherwise and should only be read in conjunction with the other information that Bannix makes publicly available in reports, statements and other documents filed with the SEC. Ancillary Agreements Pursuant to the VisionWave Business Combination Agreement, Bannix, Instant Fame, and VisionWave enter into the sponsor letter agreement (the “VisionWave Sponsor Letter Agreement”) dated March 26, 2024, pursuant to which the Instant Fame agreed to, among other things, support and vote in favor of the VisionWave Business Combination Agreement and use its reasonable best efforts to take all other actions necessary to consummate the transactions contemplated thereby, on the terms and subject to the conditions set forth in the VisionWave Sponsor Letter Agreement. Further, the VisionWave enter into, executed and delivered to Bannix a transaction support agreement (collectively, the “VisionWave Transaction Support Agreement”), pursuant to which the VisionWave Shareholder agreed to, among other things, support and provide any necessary votes in favor of the VisionWave Business Combination Agreement and ancillary agreements. Nasdaq Notices On August 22, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Form 10-Q for the quarter ended June 30, 2023, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). The Company filed its Form 10-Q for the quarter ended June 30, 2023 on October 4, 2023 and regained compliance with the Nasdaq. On January 9, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company had 45 calendar days (or until February 23, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 28, 2024, to regain compliance. On March 8, 2024, the Company held its annual meeting thus regaining compliance with the Nasdaq Listing Rule 5620(a). On April 25, 2024, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 23, 2024, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Company’s Form 10-Q for the period ended March 31, 2024 and because the Company remains delinquent in filing its Form 10-K for the fiscal year ended December 31, 2023, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). In accordance with Nasdaq letter dated April 25, 2024, the Company has until June 24, 2024 to submit a plan to regain compliance with respect to these delinquent reports. On May 31, 2024, the Company filed its Form 10-K for the year ended December 31, 2023 and regained compliance with Nasdaq’s April 25, 2024 notice and its May 23, 2024 notice regarding the filing of the Company’s Form 10-K. On June 24, 2024, the Company filed its Form 10-Q for the quarter ended March 31, 2024 and regained compliance with Nasdaq’s May 23, 2024 notice regarding the filing of the Company’s Form 10-Q. New Auditors On September 7, 2023, the Board of Directors (the “Board”) of 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. Certificate of Correction to Certificate of Amendment On February 8, 2024, the Company filed a Certificate of Correction to its Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Correction”) filed with the Secretary of State of the State of Delaware on March 9, 2023 (the “Certificate of Amendment”). The Certificate of Amendment inadvertently removed the provisions relating to the Company’s obligation to wind up and liquidate the Company and redeem the public shares if the Company has not consummated an initial business combination within the specified time. The Certificate of Correction corrects this error to the Certificate of Amendment. The corrections made by the Certificate of Correction are retroactively effective as of March 9, 2023, the original filing date of the Certificate of Amendment. Liquidity, Capital Resources, and Going Concern As of June 30, 2024, the Company had $29,694 in cash and a working capital deficit of $4,423,857. The Company’s liquidity needs through June 30, 2024, were satisfied through (1) a capital contribution from the Sponsors of $28,750 for common stock (“Founder Shares”) and (2) loans from Former Sponsor and Sponsor and related parties in order to pay offering costs and other working capital needs. In addition, in order to fund transaction costs in connection with a possible Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, 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, 2024 and December 31, 2023, there were no loans associated with the Working Capital Loans. As of June 30, 2024 and December 31, 2023, the Company owed $<span id="xdx_908_eus-gaap--OtherLiabilitiesCurrent_iI_c20240630__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorsNewSponsorsAndRelatedPartyMember_zIONGfa1wXug" title="Due to related parties current">1,449,590 and $<span id="xdx_90E_eus-gaap--OtherLiabilitiesCurrent_iI_c20231231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorsNewSponsorsAndRelatedPartyMember_zCEjkicw5Oje" title="Due to related parties current">1,213,600 to the Former Sponsor, the Sponsor, related parties and affiliated related parties, respectively. See Note 5 for further disclosure of Former Sponsor, Sponsor, related parties and affiliated related parties loans. As additional sources of funding, the Company issued unsecured promissory notes to Evie Autonomous LTD with a principal amount of $1,003,995 (the “Evie Autonomous Extension Notes”). The Evie Autonomous Extension Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial Business Combination by the Deadline Date, the Evie Autonomous Extension Notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. 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 extended term of the Company which expires on September 14, 2024 (as extended). Over this time period, the Company will be utilizing the funds in the operating bank account to pay existing accounts payable and consummating the proposed Business Combination. 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 September 14, 2024 (as extended) 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. These factors raise doubt about the ability of the Company to continue as a going concern for one year from the date of issuance of these unaudited condensed financial statements. As a cure for the Company’s going concern assessment, the Company has entered into a proposed Business Combination Agreement with VisionWave. These unaudited condensed 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. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. And in October 2023, the Hamas Terror Organization attacked the Southern part of Israel, which in turn, commenced a military action with Gaza Strip. As a result, these actions, and the possibility of escalating military actions, have created and are expected to create global economic consequences. 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 unaudited condensed financial statements. Consideration of Inflation Reduction Act Excise Tax 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 1% federal 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. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the Company, in connection with a Business Combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s Class A common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100% of the remaining Class A common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced. Investment Company Act 1940 Under the current rules and regulations of the SEC we are not deemed an investment company for purposes of the Investment Company Act; however, on March 30, 2022, the SEC proposed new rules (the “Proposed Rules”) relating, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The Proposed Rules provide a safe harbor for companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the Proposed Rules would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial Business Combination no later than 18 months after the effective date of the SPAC’s registration statement for its IPO. The Company would then be required to complete its initial Business Combination no later than 24 months after the effective date of such registration statement. There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including this Company. Although the Company entered into a definitive Business Combination agreement within 18 months after the effective date of the registration statement relating to the IPO, there is a risk that the Company may not complete an initial Business Combination within 24 months of such date. As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company were deemed to be an investment company for purposes of the Investment Company Act, the Company may be forced to abandon its efforts to complete an initial Business Combination and instead be required to liquidate. If the Company is required to liquidate, the investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction. The Investment Company Act defines an investment company as any issuer which (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; (ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or (iii) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis. The Company has assessed its primary line of business and the value of its investment securities as compared to the value of total assets to determine whether the Company may be deemed an investment company. The longer that the funds in the Trust Account are held in money market funds, there is a greater risk that the Company may be considered an unregistered investment company. As a result, the Company has switched all funds to cash, will likely receive minimal interest, if any, on the funds held in the Trust Account after such time, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of our Company. Currently, the funds in the Trust Account are held in a demand deposit account and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

us-gaap

Common Stock Voting Rights

CommonStockVotingRights

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.

CY2024Q1

us-gaap

Payments For Repurchase Of Common Stock

PaymentsForRepurchaseOfCommonStock

15134429

usd

CY2024Q1

binxu

Payment Per Share Of Common Stock

PaymentPerShareOfCommonStock

10.95

CY2024Q1

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

4081747

shares

binxu

Deposited In Trust Account

DepositedInTrustAccount

1715000

usd

CY2023Q2

us-gaap

Business Combination Acquisition Related Costs

BusinessCombinationAcquisitionRelatedCosts

30000

usd

CY2024Q2

us-gaap

Cash

29694

usd

CY2024Q2

binxu

Working Captial Deficit

WorkingCaptialDeficit

4423857

usd

us-gaap

Use Of Estimates

UseOfEstimates

Use of Estimates The preparation of these 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 financial statements and the reported amounts of expenses during the reporting period. 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. Significant estimates include assumptions made in the valuation of our Private Placement Warrants. Accordingly, the actual results could differ from those estimates.

CY2024Q2

us-gaap

Cash And Cash Equivalents At Carrying Value

CashAndCashEquivalentsAtCarryingValue

0

usd

CY2023Q4

us-gaap

Cash And Cash Equivalents At Carrying Value

CashAndCashEquivalentsAtCarryingValue

0

usd

us-gaap

Concentration Risk Credit Risk

ConcentrationRiskCreditRisk

Concentration of Credit Risk 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 $250,000. At June 30, 2024 and December 31, 2023, the Company had no deposits in excess of the Federal Depository Insurance Coverage, respectively. The Company has not experienced losses on these accounts.

binxu

Withdrawn Amount

WithdrawnAmount

422094

usd

binxu

Withdrawn Amount

WithdrawnAmount

357010

usd

CY2022Q4

binxu

Common Stock Subject To Possible Redemption Shares

CommonStockSubjectToPossibleRedemptionShares

6900000

shares

CY2022Q4

binxu

Common Stock Subject To Possible Redemption

CommonStockSubjectToPossibleRedemption

70973384

usd

CY2023

binxu

Redemptions From Trust Account Shares

RedemptionsFromTrustAccountShares

3960387

shares

CY2023

binxu

Redemption From Trust Account

RedemptionFromTrustAccount

41077199

usd

CY2023

binxu

Remeasurement Of Shares Subject To Redemption

RemeasurementOfSharesSubjectToRedemption

1942965

usd

CY2023Q4

binxu

Common Stock Subject To Possible Redemption Shares

CommonStockSubjectToPossibleRedemptionShares

2939613

shares

CY2023Q4

binxu

Common Stock Subject To Possible Redemption

CommonStockSubjectToPossibleRedemption

31839150

usd

binxu

Redemptions From Trust Account Shares

RedemptionsFromTrustAccountShares

1381866

shares

binxu

Redemption From Trust Account

RedemptionFromTrustAccount

15134429

usd

binxu

Plus Remeasurement Of Shares Subject To Redemption Shares

PlusRemeasurementOfSharesSubjectToRedemptionShares

0

shares

binxu

Remeasurement Of Shares Subject To Redemption

RemeasurementOfSharesSubjectToRedemption

721241

usd

CY2024Q2

binxu

Common Stock Subject To Possible Redemption Shares

CommonStockSubjectToPossibleRedemptionShares

1557747

shares

CY2024Q2

binxu

Common Stock Subject To Possible Redemption

CommonStockSubjectToPossibleRedemption

17425962

usd

CY2024Q2

us-gaap

Net Income Loss

NetIncomeLoss

-153104

usd

CY2023Q2

us-gaap

Net Income Loss

NetIncomeLoss

-239409

usd

us-gaap

Net Income Loss

NetIncomeLoss

-181323

usd

us-gaap

Net Income Loss

NetIncomeLoss

-50696

usd

CY2024Q2

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

4081747

shares

CY2024Q2

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

4081747

shares

CY2023Q2

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

5463613

shares

CY2023Q2

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

5463613

shares

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

4734717

shares

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

4734717

shares

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

6929613

shares

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

6929613

shares

CY2024Q2

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.04

CY2024Q2

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.04

CY2023Q2

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.04

CY2023Q2

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.04

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.04

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.04

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.01

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.01

CY2024Q2

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.061

pure

CY2023Q2

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.556

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.051

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

1.235

pure

CY2024Q2

binxu

Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rates

EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRates

0.21

pure

binxu

Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rates

EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRates

0.21

pure

CY2023Q2

binxu

Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rates

EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRates

0.21

pure

binxu

Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rates

EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRates

0.21

pure

CY2024Q2

us-gaap

Unrecognized Tax Benefits

UnrecognizedTaxBenefits

0

usd

CY2023Q4

us-gaap

Unrecognized Tax Benefits

UnrecognizedTaxBenefits

0

usd

CY2024Q2

us-gaap

Income Tax Examination Penalties And Interest Accrued

IncomeTaxExaminationPenaltiesAndInterestAccrued

0

usd

CY2023Q4

us-gaap

Income Tax Examination Penalties And Interest Accrued

IncomeTaxExaminationPenaltiesAndInterestAccrued

0

usd

us-gaap

Share Based Compensation

ShareBasedCompensation

972400

usd

us-gaap

Proceeds From Divestiture Of Businesses Net Of Cash Divested

ProceedsFromDivestitureOfBusinessesNetOfCashDivested

2460000

usd

CY2024Q2

binxu

Promissory Notes Evie

PromissoryNotesEvie

1003995

usd

CY2023Q4

binxu

Promissory Notes Evie

PromissoryNotesEvie

974015

usd

CY2024Q2

us-gaap

Long Term Debt Current

LongTermDebtCurrent

0

usd

CY2023Q4

us-gaap

Long Term Debt Current

LongTermDebtCurrent

0

usd

CY2024Q2

binxu

Deferred Underwriters Discount

DeferredUnderwritersDiscount

225000

usd

CY2024Q2

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1449590

usd

CY2023Q4

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1213600

usd

us-gaap

Stock Repurchased During Period Shares

StockRepurchasedDuringPeriodShares

700000

shares

CY2024Q2

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1449590

usd

CY2023Q4

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1213600

usd

CY2024Q2

binxu

Promissory Notes Outstanding

PromissoryNotesOutstanding

840000

usd

CY2023Q4

binxu

Promissory Notes Outstanding

PromissoryNotesOutstanding

840000

usd

us-gaap

Costs And Expenses Related Party

CostsAndExpensesRelatedParty

15000

usd

CY2024Q2

us-gaap

Payment For Administrative Fees

PaymentForAdministrativeFees

15000

usd

us-gaap

Payment For Administrative Fees

PaymentForAdministrativeFees

15000

usd

CY2023Q2

us-gaap

Payment For Administrative Fees

PaymentForAdministrativeFees

30000

usd

us-gaap

Payment For Administrative Fees

PaymentForAdministrativeFees

30000

usd

CY2024Q2

binxu

Deferred Underwriters Discount

DeferredUnderwritersDiscount

225000

usd

CY2024Q2

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2023Q4

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2024Q2

us-gaap

Preferred Stock Par Or Stated Value Per Share

PreferredStockParOrStatedValuePerShare

0.01

CY2023Q4

us-gaap

Preferred Stock Par Or Stated Value Per Share

PreferredStockParOrStatedValuePerShare

0.01

CY2024Q2

us-gaap

Preferred Stock Shares Issued

PreferredStockSharesIssued

0

shares

CY2024Q2

us-gaap

Preferred Stock Shares Outstanding

PreferredStockSharesOutstanding

0

shares

CY2023Q4

us-gaap

Preferred Stock Shares Issued

PreferredStockSharesIssued

0

shares

CY2023Q4

us-gaap

Preferred Stock Shares Outstanding

PreferredStockSharesOutstanding

0

shares

CY2024Q2

us-gaap

Common Stock Shares Authorized

CommonStockSharesAuthorized

100000000

shares

CY2023Q4

us-gaap

Common Stock Shares Authorized

CommonStockSharesAuthorized

100000000

shares

CY2024Q2

us-gaap

Common Stock Par Or Stated Value Per Share

CommonStockParOrStatedValuePerShare

0.01

CY2023Q4

us-gaap

Common Stock Par Or Stated Value Per Share

CommonStockParOrStatedValuePerShare

0.01

CY2024Q2

us-gaap

Common Stock Shares Issued

CommonStockSharesIssued

5519247

shares

CY2023Q4

us-gaap

Common Stock Shares Issued

CommonStockSharesIssued

6901113

shares

CY2024Q2

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

2524000

shares

CY2023Q4

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

2524000

shares

CY2024Q2

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

1557747

shares

CY2023Q4

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

2939613

shares

CY2024Q2

binxu

Business Acquisitions Share Price

BusinessAcquisitionsSharePrice

9.20

CY2024Q2

binxu

Redemption Price

RedemptionPrice

18.00

CY2024Q2

us-gaap

Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1

ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1

0.01

CY2024Q2

us-gaap

Share Price

SharePrice

11.00

CY2023Q4

us-gaap

Share Price

SharePrice

10.77

CY2024Q2

us-gaap

Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price

ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice

11.50

CY2023Q4

us-gaap

Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price

ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice

11.50

us-gaap

Sharebased Compensation Arrangement By Sharebased Payment Award Fair Value Assumptions Expected Term1

SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1

P1Y

CY2023

us-gaap

Sharebased Compensation Arrangement By Sharebased Payment Award Fair Value Assumptions Expected Term1

SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1

P1Y2M12D

us-gaap

Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate

ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate

0.005

pure

CY2023

us-gaap

Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate

ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate

0.0156

pure

us-gaap

Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate

ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate

0.0433

pure

CY2023

us-gaap

Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate

ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate

0.0384

pure

binxu

Share Based Compensation Arrangement By Share Based Payment Award Probability Of Completing Business Combination

ShareBasedCompensationArrangementByShareBasedPaymentAwardProbabilityOfCompletingBusinessCombination

0.19

pure

CY2023

binxu

Share Based Compensation Arrangement By Share Based Payment Award Probability Of Completing Business Combination

ShareBasedCompensationArrangementByShareBasedPaymentAwardProbabilityOfCompletingBusinessCombination

0.19

pure

CY2024Q2

ecd

Rule10b51 Arr Adopted Flag

Rule10b51ArrAdoptedFlag

false

CY2024Q2

ecd

Non Rule10b51 Arr Adopted Flag

NonRule10b51ArrAdoptedFlag

false

CY2024Q2

ecd

Rule10b51 Arr Trmntd Flag

Rule10b51ArrTrmntdFlag

false

CY2024Q2

ecd

Non Rule10b51 Arr Trmntd Flag

NonRule10b51ArrTrmntdFlag

false

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$BNIX
Bannix Acquisition Corp. Stock $bnix

2024 Q3 Form 10-Q Financial Statement

#000173112224001179 Filed on August 01, 2024

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Files In Submission

$BNIX Bannix Acquisition Corp. Stock $bnix

2024 Q3 Form 10-Q Financial Statement

#000173112224001179 Filed on August 01, 2024

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Files In Submission

$BNIX
Bannix Acquisition Corp. Stock $bnix