$bnix 2024 Q4 10-Q

Concept	2024 Q4	2024 Q3
Revenue		$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
YoY Change		-36.87%
Operating Profit		-$248.8K
YoY Change		-36.87%
Interest Expense		$178.1K
YoY Change		-51.98%
% of Operating Profit
Other Income/Expense, Net		$178.1K
YoY Change		-52.5%
Pretax Income		-$70.76K
YoY Change		266.56%
Income Tax		$83.93K
% Of Pretax Income
Net Earnings		-$154.7K
YoY Change		52.94%
Net Earnings / Revenue
Basic Earnings Per Share		-$0.04
Diluted Earnings Per Share		-$0.04
COMMON SHARES
Basic Shares Outstanding	2.849M shares	4.082M shares
Diluted Shares Outstanding		3.841M shares

Concept	2024 Q4	2024 Q3
SHORT-TERM ASSETS
Cash & Short-Term Investments		$271.8K
YoY Change		586.61%
Cash & Equivalents		$0.00
Short-Term Investments
Other Short-Term Assets		$4.110K
YoY Change		-30.69%
Inventory
Prepaid Expenses
Receivables
Other Receivables
Total Short-Term Assets		$275.9K
YoY Change		506.17%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments		$3.664M
YoY Change		-88.52%
Other Assets
YoY Change
Total Long-Term Assets		$3.664M
YoY Change		-88.52%
TOTAL ASSETS
Total Short-Term Assets		$275.9K
Total Long-Term Assets		$3.664M
Total Assets		$3.940M
YoY Change		-87.67%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable		$991.2K
YoY Change		38.16%
Accrued Expenses		$700.0K
YoY Change		70.42%
Deferred Revenue
YoY Change
Short-Term Debt		$1.004M
YoY Change		38.29%
Long-Term Debt Due		$0.00
YoY Change
Total Short-Term Liabilities		$5.071M
YoY Change		39.94%
LONG-TERM LIABILITIES
Long-Term Debt		$0.00
YoY Change
Other Long-Term Liabilities		$233.1K
YoY Change		-1.71%
Total Long-Term Liabilities		$233.1K
YoY Change		-1.71%
TOTAL LIABILITIES
Total Short-Term Liabilities		$5.071M
Total Long-Term Liabilities		$233.1K
Total Liabilities		$5.304M
YoY Change		37.38%
SHAREHOLDERS EQUITY
Retained Earnings		-$5.407M
YoY Change		68.73%
Common Stock		$39.62K
YoY Change		0.0%
Preferred Stock
YoY Change
Treasury Stock (at cost)		$14.38K
YoY Change		0.0%
Treasury Stock Shares
Shareholders Equity		-$5.382M
YoY Change
Total Liabilities & Shareholders Equity		$3.940M
YoY Change		-87.67%

Frame	Concept Type	Concept / XBRL Key	Value	Unit
	dei	City Area Code CityAreaCode	302
	binxu	Change In Fair Value Of Warrant Liabilities ChangeInFairValueOfWarrantLiabilities	0	usd
CY2023Q3	us-gaap	Other Nonoperating Income Expense OtherNonoperatingIncomeExpense	374908	usd
CY2024Q3	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-70764	usd
	dei	Current Fiscal Year End Date CurrentFiscalYearEndDate	--12-31
	dei	Document Fiscal Year Focus DocumentFiscalYearFocus	2024
	dei	Document Fiscal Period Focus DocumentFiscalPeriodFocus	Q3
	dei	Entity Central Index Key EntityCentralIndexKey	0001845942
	dei	Document Quarterly Report DocumentQuarterlyReport	true
	dei	Document Period End Date DocumentPeriodEndDate	2024-09-30
	dei	Document Transition Report DocumentTransitionReport	false
	dei	Entity Registrant Name EntityRegistrantName	BANNIX ACQUISITION CORP.
	dei	Entity Incorporation State Country Code EntityIncorporationStateCountryCode	DE
	dei	Entity File Number EntityFileNumber	001-40790
	dei	Entity Tax Identification Number EntityTaxIdentificationNumber	86-1626016
CY2023Q4	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued	0	shares
CY2023Q4	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding	0	shares
	us-gaap	Operating Income Loss OperatingIncomeLoss	-1017302	usd
	us-gaap	Operating Income Loss OperatingIncomeLoss	-1197866	usd
CY2023Q3	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	5463613	shares
	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	4434471	shares
	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	4434471	shares
	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	6435576	shares
	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	6435576	shares
CY2023Q3	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.02
	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.08
	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.08
	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.02
	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.02
CY2023Q4	us-gaap	Commitments And Contingencies CommitmentsAndContingencies		usd
	dei	Document Type DocumentType	10-Q
	dei	Entity Address Address Line1 EntityAddressAddressLine1	300 Delaware Ave.
	dei	Entity Address Address Line2 EntityAddressAddressLine2	Suite 210 # 301
	dei	Entity Address City Or Town EntityAddressCityOrTown	Wilmington
	dei	Entity Address State Or Province EntityAddressStateOrProvince	DE
	dei	Entity Address Postal Zip Code EntityAddressPostalZipCode	19801
	dei	Local Phone Number LocalPhoneNumber	305-4790
	dei	Entity Current Reporting Status EntityCurrentReportingStatus	Yes
	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
CY2024Q4	dei	Entity Common Stock Shares Outstanding EntityCommonStockSharesOutstanding	2848748	shares
CY2024Q3	us-gaap	Cash Cash	271833	usd
CY2023Q4	us-gaap	Cash Cash	232278	usd
CY2024Q3	us-gaap	Other Prepaid Expense Current OtherPrepaidExpenseCurrent	4107	usd
CY2023Q4	us-gaap	Other Prepaid Expense Current OtherPrepaidExpenseCurrent	5251	usd
CY2024Q3	us-gaap	Assets Current AssetsCurrent	275940	usd
CY2023Q4	us-gaap	Assets Current AssetsCurrent	237529	usd
CY2024Q3	us-gaap	Assets Held In Trust AssetsHeldInTrust	3663652	usd
CY2023Q4	us-gaap	Assets Held In Trust AssetsHeldInTrust	32116099	usd
CY2024Q3	us-gaap	Assets Assets	3939592	usd
CY2023Q4	us-gaap	Assets Assets	32353628	usd
CY2024Q3	us-gaap	Accounts Payable And Accrued Liabilities Current AccountsPayableAndAccruedLiabilitiesCurrent	991160	usd
CY2023Q4	us-gaap	Accounts Payable And Accrued Liabilities Current AccountsPayableAndAccruedLiabilitiesCurrent	787307	usd
CY2024Q3	binxu	Income Taxes Payable Current IncomeTaxesPayableCurrent	645671	usd
CY2023Q4	binxu	Income Taxes Payable Current IncomeTaxesPayableCurrent	552912	usd
CY2024Q3	us-gaap	Sales And Excise Tax Payable Current SalesAndExciseTaxPayableCurrent	700021	usd
CY2023Q4	us-gaap	Sales And Excise Tax Payable Current SalesAndExciseTaxPayableCurrent	410772	usd
CY2024Q3	binxu	Promissory Notes Evie PromissoryNotesEvie	1003995	usd
CY2023Q4	binxu	Promissory Notes Evie PromissoryNotesEvie	974015	usd
CY2024Q3	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1729840	usd
CY2023Q4	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1213600	usd
CY2024Q3	us-gaap	Liabilities Current LiabilitiesCurrent	5070687	usd
CY2023Q4	us-gaap	Liabilities Current LiabilitiesCurrent	3938606	usd
CY2024Q3	us-gaap	Extended Product Warranty Accrual Noncurrent ExtendedProductWarrantyAccrualNoncurrent	8120	usd
CY2023Q4	us-gaap	Extended Product Warranty Accrual Noncurrent ExtendedProductWarrantyAccrualNoncurrent	4060	usd
CY2024Q3	binxu	Deferred Underwriters Discount DeferredUnderwritersDiscount	225000	usd
CY2023Q4	binxu	Deferred Underwriters Discount DeferredUnderwritersDiscount	225000	usd
CY2024Q3	us-gaap	Liabilities Liabilities	5303807	usd
CY2023Q4	us-gaap	Liabilities Liabilities	4167666	usd
CY2024Q3	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	324748	shares
CY2023Q4	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	2939613	shares
CY2024Q3	binxu	Common Stock Subject To Possible Redemption CommonStockSubjectToPossibleRedemption	4017469	usd
CY2023Q4	binxu	Common Stock Subject To Possible Redemption CommonStockSubjectToPossibleRedemption	31839150	usd
CY2024Q3	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
CY2024Q3	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2024Q3	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued	0	shares
CY2024Q3	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding	0	shares
CY2024Q3	us-gaap	Preferred Stock Value PreferredStockValue	0	usd
CY2023Q4	us-gaap	Preferred Stock Value PreferredStockValue	0	usd
CY2024Q3	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
CY2024Q3	us-gaap	Common Stock Shares Authorized CommonStockSharesAuthorized	100000000	shares
CY2023Q4	us-gaap	Common Stock Shares Authorized CommonStockSharesAuthorized	100000000	shares
CY2024Q3	us-gaap	Common Stock Shares Issued CommonStockSharesIssued	4286248	shares
CY2023Q4	us-gaap	Common Stock Shares Issued CommonStockSharesIssued	6901113	shares
CY2024Q3	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	2524000	shares
CY2023Q4	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	2524000	shares
CY2024Q3	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	324748	shares
CY2023Q4	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	2939613	shares
CY2024Q3	us-gaap	Treasury Stock Common Shares TreasuryStockCommonShares	1437500	shares
CY2023Q4	us-gaap	Treasury Stock Common Shares TreasuryStockCommonShares	1437500	shares
CY2024Q3	us-gaap	Common Stock Value CommonStockValue	39615	usd
CY2023Q4	us-gaap	Common Stock Value CommonStockValue	39615	usd
CY2024Q3	us-gaap	Additional Paid In Capital AdditionalPaidInCapital	0	usd
CY2023Q4	us-gaap	Additional Paid In Capital AdditionalPaidInCapital	0	usd
CY2024Q3	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-5406924	usd
CY2023Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-3678428	usd
CY2024Q3	us-gaap	Treasury Stock Common Shares TreasuryStockCommonShares	1437500	shares
CY2023Q4	us-gaap	Treasury Stock Common Shares TreasuryStockCommonShares	1437500	shares
CY2024Q3	us-gaap	Treasury Stock Value TreasuryStockValue	14375	usd
CY2023Q4	us-gaap	Treasury Stock Value TreasuryStockValue	14375	usd
CY2024Q3	us-gaap	Stockholders Equity StockholdersEquity	-5381684	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-3653188	usd
CY2024Q3	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	3939592	usd
CY2023Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	32353628	usd
CY2024Q3	us-gaap	Operating Expenses OperatingExpenses	248848	usd
CY2023Q3	us-gaap	Operating Expenses OperatingExpenses	394213	usd
	us-gaap	Operating Expenses OperatingExpenses	1017302	usd
	us-gaap	Operating Expenses OperatingExpenses	1197866	usd
CY2024Q3	us-gaap	Operating Income Loss OperatingIncomeLoss	-248848	usd
CY2023Q3	us-gaap	Operating Income Loss OperatingIncomeLoss	-394213	usd
CY2024Q3	binxu	Interest Income On Trust Account InterestIncomeOnTrustAccount	178084	usd
CY2023Q3	binxu	Interest Income On Trust Account InterestIncomeOnTrustAccount	370848	usd
	binxu	Interest Income On Trust Account InterestIncomeOnTrustAccount	744351	usd
	binxu	Interest Income On Trust Account InterestIncomeOnTrustAccount	1394123	usd
CY2024Q3	binxu	Gain On Forgiven Of Payables GainOnForgivenOfPayables	0	usd
CY2023Q3	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
CY2024Q3	binxu	Change In Fair Value Of Warrant Liabilities ChangeInFairValueOfWarrantLiabilities	0	usd
CY2023Q3	binxu	Change In Fair Value Of Warrant Liabilities ChangeInFairValueOfWarrantLiabilities	4060	usd
	binxu	Change In Fair Value Of Warrant Liabilities ChangeInFairValueOfWarrantLiabilities	-4060	usd
CY2024Q3	us-gaap	Other Nonoperating Income Expense OtherNonoperatingIncomeExpense	178084	usd
	us-gaap	Other Nonoperating Income Expense OtherNonoperatingIncomeExpense	774041	usd
	us-gaap	Other Nonoperating Income Expense OtherNonoperatingIncomeExpense	1394123	usd
CY2023Q3	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-19305	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	-243261	usd
	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	196257	usd
CY2024Q3	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	83933	usd
CY2023Q3	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	81847	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	92759	usd
	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	348105	usd
CY2024Q3	us-gaap	Net Income Loss NetIncomeLoss	-154697	usd
CY2023Q3	us-gaap	Net Income Loss NetIncomeLoss	-101152	usd
	us-gaap	Net Income Loss NetIncomeLoss	-336020	usd
	us-gaap	Net Income Loss NetIncomeLoss	-151848	usd
CY2024Q3	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	3840508	shares
CY2024Q3	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	3840508	shares
CY2023Q3	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	5463613	shares
CY2024Q3	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.04
CY2024Q3	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.04
CY2023Q3	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.02
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
CY2024Q3	binxu	Excise Tax Imposed On Common Stock Redemptions ExciseTaxImposedOnCommonStockRedemptions	-137905	usd
CY2024Q3	us-gaap	Net Income Loss NetIncomeLoss	-154697	usd
CY2024Q3	binxu	Accretion Of Common Stock Subject To Possible Redemption To Redemption Value AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	-381986	usd
CY2024Q3	us-gaap	Stockholders Equity StockholdersEquity	-5381684	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
CY2023Q3	us-gaap	Net Income Loss NetIncomeLoss	-101152	usd
CY2023Q3	binxu	Accretion Of Common Stock Subject To Possible Redemption To Redemption Value AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	-431601	usd
CY2023Q3	us-gaap	Stockholders Equity StockholdersEquity	-3179179	usd
	us-gaap	Profit Loss ProfitLoss	-336020	usd
	us-gaap	Profit Loss ProfitLoss	-151848	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	4060	usd
	us-gaap	Fair Value Adjustment Of Warrants FairValueAdjustmentOfWarrants	0	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	744351	usd
	binxu	Interest Incomes On Trust Account InterestIncomesOnTrustAccount	1394123	usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-1144	usd
	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-20363	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	92759	usd
	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	415102	usd
	us-gaap	Increase Decrease In Other Accounts Payable And Accrued Liabilities IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities	308783	usd
	us-gaap	Increase Decrease In Other Accounts Payable And Accrued Liabilities IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities	444810	usd
	us-gaap	Increase Decrease Due From Other Related Parties IncreaseDecreaseDueFromOtherRelatedParties	-121750	usd
	us-gaap	Increase Decrease Due From Other Related Parties IncreaseDecreaseDueFromOtherRelatedParties	-45000	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-585625	usd
	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-687693	usd
	binxu	Investment Of Cash Into Trust Account InvestmentOfCashIntoTrustAccount	316237	usd
	binxu	Investment Of Cash Into Trust Account InvestmentOfCashIntoTrustAccount	525000	usd
	binxu	Redemptions From Trust Account RedemptionsFromTrustAccount	28924908	usd
	binxu	Redemptions From Trust Account RedemptionsFromTrustAccount	41077199	usd
	binxu	Withdrawal From Trust Account To Pay Taxes WithdrawalFromTrustAccountToPayTaxes	588127	usd
	binxu	Withdrawal From Trust Account To Pay Taxes WithdrawalFromTrustAccountToPayTaxes	357010	usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	29196798	usd
	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	40909209	usd
	binxu	Redemption Of Class Common Stock Subject To Possible Redemption RedemptionOfClassCommonStockSubjectToPossibleRedemption	28924908	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	726015	usd
	binxu	Advances From Affiliated Related Parties AdvancesFromAffiliatedRelatedParties	338310	usd
	binxu	Advances From Affiliated Related Parties AdvancesFromAffiliatedRelatedParties	0	usd
	binxu	Payment For Promissory Note To Sponsor PaymentForPromissoryNoteToSponsor	15000	usd
	binxu	Payment For Promissory Note To Sponsor PaymentForPromissoryNoteToSponsor	-0	usd
	binxu	Proceeds From Promissory Note To New Sponsors ProceedsFromPromissoryNoteToNewSponsors	0	usd
	binxu	Proceeds From Promissory Note To New Sponsors ProceedsFromPromissoryNoteToNewSponsors	150000	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-28571618	usd
	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-40201184	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	39555	usd
	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	20332	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
CY2024Q3	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	271833	usd
CY2023Q3	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	39589	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	1103227	usd
	binxu	Accretions Of Common Stock Subject To Possible Redemption To Redemption Value AccretionsOfCommonStockSubjectToPossibleRedemptionToRedemptionValue	1373947	usd
	binxu	Excise Tax Liability Accrued For Common Stock Redemptions ExciseTaxLiabilityAccruedForCommonStockRedemptions	289249	usd
	binxu	Excise Tax Liability Accrued For Common Stock Redemptions ExciseTaxLiabilityAccruedForCommonStockRedemptions	410772	usd
	us-gaap	Nature Of Operations NatureOfOperations	<p id="xdx_80A_eus-gaap--NatureOfOperations_zfCUBVJGnmP1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b>Note 1—<span id="xdx_827_zl8PsjAgRy2k">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” or “Bannix”) 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 September 30, 2024, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through September 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 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.</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_zoOyMZSQ2VC6" 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_zkJppwQ8T9Y7" 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_zkU9bhpWQhC1" 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_z99D9mmxvej7" 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_zbJAnJTUvqo" 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_ztQaI0PvdFV2" 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_z41ib9uiW0Aa" 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 Deadline Date 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_908_eus-gaap--CommonStockVotingRights_c20240101__20240930__us-gaap--TypeOfArrangementAxis__custom--AnnualMeetingMember_zfOOTRMN1BGa" 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_90D_eus-gaap--PaymentsForRepurchaseOfCommonStock_c20240307__20240308__us-gaap--TypeOfArrangementAxis__custom--AnnualMeetingMember_z84bWEM8NC6k" title="Payment to trust account holders">15,134,429</span> (approximately $<span id="xdx_903_ecustom--PaymentPerShareOfCommonStock_iI_c20240308__us-gaap--TypeOfArrangementAxis__custom--AnnualMeetingMember_zEXBRRSXW1x" 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_90F_eus-gaap--CommonStockSharesOutstanding_iI_c20240308__us-gaap--TypeOfArrangementAxis__custom--AnnualMeetingMember_zmkrl7UUOFM3" 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"><i>September 6, 2024 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">On September 6, 2024, the Company held a Special Meeting of Stockholders of the Company (the “September 2024 Special Meeting”), whereby the Company’s stockholders approved an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “September 2024 Amendment”), to extend the Deadline Date from September 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 September 14, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s Sponsor, until March 14, 2025, or a total of up to six (6) months after September 14, 2024, unless the closing of a Business Combination shall have occurred prior thereto (the “September 2024 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, beginning in September 2024, the Sponsor or its designees will deposit into the Trust Account, as a loan, $<span id="xdx_905_eus-gaap--ProceedsFromLoans_c20240901__20240930_zSSSWNCWBEcd" title="Proceed from loan">16,237</span> or $0.05 per public share multiplied by the number of public shares outstanding (the “Contribution”), in connection with each Extension.</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_902_eus-gaap--CommonStockVotingRights_c20240101__20240930__us-gaap--TypeOfArrangementAxis__custom--SpecialMeetingMember_zLXBE50XhNe3" title="Description of common stock voting rights">At the September 2024 Special Meeting, stockholders holding a total of 1,232,999 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_902_eus-gaap--PaymentsForRepurchaseOfCommonStock_c20240307__20240308__us-gaap--TypeOfArrangementAxis__custom--SpecialMeetingMember_zsI765roXlQe" title="Payment to trust account holders">13,790,479</span> (approximately $<span id="xdx_906_ecustom--PaymentPerShareOfCommonStock_iI_c20240308__us-gaap--TypeOfArrangementAxis__custom--SpecialMeetingMember_zc7qVdJwLrOh" title="Payment per share of common stock">11.18</span> per share) was removed from the Company’s Trust Account to pay such holders. Following redemptions, the Company has <span id="xdx_900_eus-gaap--CommonStockSharesOutstanding_iI_c20240308__us-gaap--TypeOfArrangementAxis__custom--SpecialMeetingMember_zLEaz2xO71L7" title="Common stock, shares outstanding">2,848,748</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 meetings 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__20240930_zPBkAvKQXxql" title="Deposited in trust account">1,772,474</span> into the Trust Account to extend the Deadline Date to November 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 September 14, 2025 (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 September 14, 2024 or later extended Deadline Date, by resolution of the Company’s Board of Directors, if requested by the Company’s Sponsor, until March 14, 2025, 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">The Company cannot ascertain the capital requirements for any particular transaction. If the net proceeds currently held in the Trust Account 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 $16,237 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 September 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_906_eus-gaap--BusinessCombinationAcquisitionRelatedCosts_c20230509__20230510__us-gaap--BusinessAcquisitionAxis__custom--EvieGroupMember_zcOrvzmHuBa7" title="Payment on agreement with EVIE">30,000</span> upon entering into the agreement, $<span id="xdx_900_ecustom--BusinessCombinationAcquisitionRelatedCost_c20230509__20230510__us-gaap--BusinessAcquisitionAxis__custom--EvieGroupMember_zgr45j61YWx3" title="Payment on agreement with EVIE signing">70,000</span> upon Evie Group signing a definitive Business Combination agreement and the remaining $<span id="xdx_903_eus-gaap--BusinessCombinationContingentConsiderationLiability_iI_c20230510__us-gaap--BusinessAcquisitionAxis__custom--EvieGroupMember_zpnsmI953Ja5" 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 October 2024, the Company deposited $<span id="xdx_902_ecustom--DepositedInTrustAccount_c20241001__20241031__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember_zNCVNTLqlqA6" title="Deposited in trust account">16,237</span> in the Trust Account and extended the Deadline Date to November 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_zz08fy7OYDbh" 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_zUpq67JyycK3" 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_zyq2tlnNdDm3" 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_zZWdlfaRqb4a" 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_zDGkQ5bTjQg6" 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>(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 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>(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 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">As previously disclosed, on March 26, 2024, the Company entered into a Business Combination Agreement (the “Original Agreement”), by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation (“Target”) and the shareholders of Target.</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 6, 2024, Bannix entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Bannix, VisionWave Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VisionWave”), BNIX Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of VisionWave (“Parent Merger Sub”), BNIX VW Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of VisionWave (“Company Merger Sub”), and Target. The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Bannix, VisionWave, Parent Merger Sub, Company Merger Sub, and Target.</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>The Mergers</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 and in accordance with the terms set forth in the Merger Agreement, (a) Parent Merger Sub will merge with and into Bannix, with Bannix continuing as the surviving entity (the “Parent Merger”), as a result of which, (i) Bannix will become a wholly owned subsidiary of VisionWave, and (ii) each issued and outstanding security of Bannix immediately prior to the effective time of the Parent Merger (the “Parent Merger Effective Time”) (other than shares of Bannix Common Stock that have been redeemed or are owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VisionWave (other than the Parent Rights, which shall be automatically converted into shares of VisionWave), and, (b) immediately following the consummation of the Parent Merger but on the same day, Company Merger Sub will merge with and into Target, with Target continuing as the surviving entity (the “Company Merger” and, together with the Parent Merger, the “Mergers”), as a result of which, (i) Target will become a wholly owned subsidiary of VisionWave, and (ii) each issued and outstanding security of Target immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than any Cancelled Shares or Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VisionWave. The Mergers and the other transactions contemplated by the Merger Agreement are hereinafter referred to as 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">The Business Combination is expected to close in the first quarter of 2025, subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of Bannix and Target.</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>Consideration</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 and in accordance with the terms set forth in the Merger Agreement, at the Parent Merger Effective Time, (a) each share of Bannix common stock, par value $0.001 per share (“Bannix Common Stock”) outstanding immediately prior to the Parent Merger Effective Time that has not been redeemed, is not owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and is not a Dissenting Parent Share will automatically convert into one share of common stock, par value $0.001, of VisionWave (each, a share of “VisionWave Common Stock”), (b) each Bannix Warrant shall automatically convert into one warrant to purchase shares of VisionWave Common Stock (each, a “VisionWave Warrant”) on substantially the same terms and conditions; and (c) each Bannix Right will be automatically converted into the number of shares of VisionWave Common Stock that would have been received by the holder of such Bannix Right if it had been converted upon the consummation of a Business Combination in accordance with Bannix’s organizational documents.</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 accordance with the terms and subject to the conditions of the Merger Agreement, at the Company Merger Effective Time, (a) each share of issued and outstanding Target common stock, par value $0.01 (“Target Common Stock”), shall be cancelled and converted into 4,041 shares of VisionWave Common Stock.</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>Governance</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">Subject to approval of shareholders, the parties have agreed to take actions such that, effective immediately after the Closing of the Business Combination, VisionWave’s board of directors shall consist of seven directors, consisting of Chuck Hansen, Eric T. Shuss, Douglas Davis, Noam Kenig, Danny Rittman, Erik Klinger and Yossi Attia. Additionally, certain current Target management personnel may become officers of 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"><i>Representations and Warranties; 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 Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective businesses prior to consummation of the Business Combination, (ii) the parties’ efforts to satisfy conditions to consummation of the Business Combination, including by obtaining any necessary approvals from governmental agencies, (iii) prohibitions on the parties soliciting alternative transactions, (iv) VisionWave preparing and filing a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) and taking certain other actions to obtain the requisite approval of Bannix’s stockholders to vote in favor of certain matters, including the adoption of the Merger Agreement and approval of the Business Combination, at a special meeting to be called for the approval of such matters, and (v) the protection of, and access to, confidential information of the parties.</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 representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement and are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made the parties to the Merger Agreement which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Bannix does not believe that these schedules contain information that is material to an investment decision.</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 addition, VisionWave has agreed to adopt an equity incentive plan, as described in the Merger 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>Conditions to the 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 obligations of Bannix, VisionWave, Parent Merger Sub and Company Merger Sub (the “Bannix Parties”) and Target to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the approval of Bannix’s stockholders, (ii) the approval of Target’s stockholders, and (iii) VisionWave’s Form S-4 registration statement becoming effective.</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 addition, the obligations of the Bannix Parties to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Target being true and correct to the standards applicable to such representations and warranties and each of the covenants of Target having been performed or complied with in all material respects, (ii) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination, and (iii) no Material Adverse Effect having occurred.</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 obligation of Target to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of the Bannix Parties being true and correct to the standards applicable to such representations and warranties and each of the covenants of the Bannix Parties having been performed or complied with in all material respects and (ii) the shares of VisionWave Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market.</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 Rights</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 Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Bannix and Target, (ii) by Bannix, on the one hand, or Target, on the other hand, if there is any breach of the representations, warranties, covenant or agreement of the other party as set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by either Bannix or Target if the Business Combination is not consummated by March 31, 2025 (which date may be extended by mutual agreement of the parties to the Merger Agreement), (iv) by either Bannix or Target if a meeting of Bannix’s stockholders is held to vote on proposals relating to the Business Combination and the stockholders do not approve the proposals, and (v) by Bannix if the Target stockholders do not approve the Merger 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>Permitted Financings</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 Merger Agreement contemplates that Target (a) may enter into agreements to raise capital in one or more private placement transactions prior to the Closing for aggregate gross proceeds of up to $20,000,000 or (b) consummate an initial sale of any shares of capital stock of Target in an underwritten public offering registered under the Securities Act or any direct listing of any shares of capital stock of Target on a securities exchange or securities market (“Permitted Financings”).</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">A copy of the Merger Agreement is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference 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"><i>Stockholder 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">In accordance with the Merger Agreement, within thirty (30) days following the execution of the Merger Agreement, Bannix, VisionWave, Target, and certain stockholders of Target representing the requisite votes necessary to approve the Merger Agreement (the “Target Equity Holders”) are expected to enter into a Stockholder Support Agreement pursuant to which the Target Equity Holders will: (a) agree to vote in favor of the adoption of the Merger Agreement and approve the Mergers and the other Transactions to which Target is a party; and (b) agree to waive any appraisal or similar rights they may have pursuant to Nevada law with respect to the Mergers and the other 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"><b><i>Nasdaq Notice</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 11.65pt 0 0; text-align: justify">On September 13, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq stating that, because the Company did not complete a Business Combination within 36 months of the effectiveness of its IPO registration statement, the Company’s securities are subject to delisting from The Nasdaq Stock Market under Nasdaq Listing Rule IM-5101-2.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 11.65pt 0 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 11.65pt 0 0; text-align: justify">The letter further stated that unless the Company appeals Nasdaq’s determination by September 20, 2024, trading of the Company’s securities will be suspended at the opening of business on September 24, 2024, and a Form 25-NSE will be filed with the SEC to remove the Company’s securities from listing and registration on Nasdaq.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 11.65pt 0 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 11.65pt 0 0; text-align: justify">The Company appealed Nasdaq’s determination to a Hearings Panel, which will stay the suspension of trading of the Company’s securities pending the Panel’s decision. The Company is preparing a compliance plan and will provide further details as they become available. The Company plans to present its views with respect to continued listing to the Hearings Panel at a hearing schedule to November 7, 2024. Throughout this process, the Company’s securities will continue to trade on Nasdaq under the symbol “BNIX”. There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance with the applicable Nasdaq listing requirements. As of the date of this filing, the Listing Qualifications Department of Nasdaq has not made a determination regarding the suspension of trading of the Company’s securities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 11.65pt 0 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b><i>Certificate of Correction to Certificate of Amendment</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><b> </b></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">As approved by its stockholders at the September 2024 Special Meeting, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on September 10, 2024 (the “September 2024 Amendment”) to extend the date 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 (“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 September 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 September 14, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s sponsor, Instant Fame, LLC, a Nevada limited liability company, upon five days’ advance notice prior to the applicable deadline date, until March 14, 2025, or a total of up to six (6) months after September 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"> </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 September 30, 2024, the Company had $<span id="xdx_907_eus-gaap--Cash_iI_c20240930_ztvporC1ODw3" title="Cash">271,833</span> in cash and a working capital deficit of $<span id="xdx_903_ecustom--WorkingCaptialDeficit_iI_c20240930_zYf8zhN4STkg" title="Working capital deficit">4,794,747</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 September 30, 2024, were satisfied through (1) a capital contribution from the Sponsors of $<span id="xdx_900_eus-gaap--OtherLiabilitiesCurrent_iI_c20240930__us-gaap--StatementClassOfStockAxis__us-gaap--CommonStockMember_z2o9RSrvEwn" 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 September 30, 2024 and December 31, 2023, there were no loans associated with the Working Capital Loans. As of September 30, 2024 and December 31, 2023, the Company owed $<span id="xdx_90E_eus-gaap--OtherLiabilitiesCurrent_iI_c20240930__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--FormerSponsorAndRelatedPartyMember_zwZnkYVCKgS6" title="Due to related parties current">1,729,840</span> and $<span id="xdx_909_eus-gaap--OtherLiabilitiesCurrent_iI_c20231231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--FormerSponsorAndRelatedPartyMember_z3Kw0vpTZgh6" 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_907_eus-gaap--DebtInstrumentFaceAmount_iI_c20240930__us-gaap--LongtermDebtTypeAxis__custom--EVIEAutonomousExtensionNoteMember_zSsjDtdrN845" 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 December 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 December 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">As a cure for the Company’s going concern assessment, the Company has entered into a proposed Business Combination Agreement with VisionWave Technologies, Inc.</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 consolidated 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">These unaudited condensed consolidated 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 consolidated 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">Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination, but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024. The Company is currently evaluating its options with respect to this obligation. Any amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.</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">As of the filing of the Form 10-Q, the Company has not filed its 2023 excise tax return and no amounts have been paid.</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><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>
CY2024Q3	us-gaap	Proceeds From Loans ProceedsFromLoans	16237	usd
	binxu	Deposited In Trust Account DepositedInTrustAccount	1772474	usd
CY2024Q3	us-gaap	Cash Cash	271833	usd
CY2024Q3	binxu	Working Captial Deficit WorkingCaptialDeficit	4794747	usd
	us-gaap	Use Of Estimates UseOfEstimates	<p id="xdx_847_eus-gaap--UseOfEstimates_zfQ2wN0Fain1" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><span id="xdx_861_ztAJQmYMs3N7">Use of Estimates</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The 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"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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"> </p>
CY2024Q3	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_843_eus-gaap--ConcentrationRiskCreditRisk_zuwDPts00x5j" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><span id="xdx_862_z3lFM0a5Ql5f">Concentration of Credit Risk</span></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 September 30, 2024 and December 31, 2023, the Company had $21,833 and $0 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"> </p>
	binxu	Withdrawn Amount WithdrawnAmount	588127	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
CY2024Q3	binxu	Redemptions From Trust Account Shares RedemptionsFromTrustAccountShares	1232999	shares
CY2024Q3	binxu	Redemption From Trust Account RedemptionFromTrustAccount	13790479	usd
CY2024Q3	binxu	Plus Remeasurement Of Shares Subject To Redemption Shares PlusRemeasurementOfSharesSubjectToRedemptionShares	0	shares
CY2024Q3	binxu	Remeasurement Of Shares Subject To Redemption RemeasurementOfSharesSubjectToRedemption	381986	usd
CY2024Q3	binxu	Common Stock Subject To Possible Redemption Shares CommonStockSubjectToPossibleRedemptionShares	324748	shares
CY2024Q3	binxu	Common Stock Subject To Possible Redemption CommonStockSubjectToPossibleRedemption	4017469	usd
CY2024Q3	us-gaap	Net Income Loss NetIncomeLoss	-154697	usd
CY2023Q3	us-gaap	Net Income Loss NetIncomeLoss	-101152	usd
	us-gaap	Net Income Loss NetIncomeLoss	-336020	usd
	us-gaap	Net Income Loss NetIncomeLoss	-151848	usd
CY2024Q3	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	3840508	shares
CY2024Q3	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	3840508	shares
CY2023Q3	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	5463613	shares
CY2023Q3	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	5463613	shares
	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	4434471	shares
	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	4434471	shares
	us-gaap	Weighted Average Number Of Shares Outstanding Basic WeightedAverageNumberOfSharesOutstandingBasic	6435576	shares
	us-gaap	Weighted Average Number Of Diluted Shares Outstanding WeightedAverageNumberOfDilutedSharesOutstanding	6435576	shares
CY2024Q3	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.04
CY2024Q3	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.04
CY2023Q3	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.02
CY2023Q3	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.02
	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.08
	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.08
	us-gaap	Earnings Per Share Basic EarningsPerShareBasic	-0.02
	us-gaap	Earnings Per Share Diluted EarningsPerShareDiluted	-0.02
CY2024Q3	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	1.186	pure
CY2023Q3	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	4.240	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	0.381	pure
	us-gaap	Effective Income Tax Rate Continuing Operations EffectiveIncomeTaxRateContinuingOperations	1.774	pure
CY2024Q3	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
CY2023Q3	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
CY2024Q3	us-gaap	Unrecognized Tax Benefits UnrecognizedTaxBenefits	0	usd
CY2023Q4	us-gaap	Unrecognized Tax Benefits UnrecognizedTaxBenefits	0	usd
CY2024Q3	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
CY2024Q3	binxu	Promissory Notes Evie PromissoryNotesEvie	1003995	usd
CY2023Q4	binxu	Promissory Notes Evie PromissoryNotesEvie	974015	usd
CY2024Q3	us-gaap	Long Term Debt Current LongTermDebtCurrent	0	usd
CY2023Q4	us-gaap	Long Term Debt Current LongTermDebtCurrent	0	usd
CY2024Q3	binxu	Deferred Underwriters Discount DeferredUnderwritersDiscount	225000	usd
CY2024Q3	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1729840	usd
CY2023Q4	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1213600	usd
	us-gaap	Stock Repurchased During Period Shares StockRepurchasedDuringPeriodShares	700000	shares
CY2024Q3	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1729840	usd
CY2023Q4	binxu	Due To Related Party Current DueToRelatedPartyCurrent	1213600	usd
CY2024Q3	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
CY2024Q3	us-gaap	Payment For Administrative Fees PaymentForAdministrativeFees	15000	usd
	us-gaap	Payment For Administrative Fees PaymentForAdministrativeFees	15000	usd
CY2023Q3	us-gaap	Payment For Administrative Fees PaymentForAdministrativeFees	45000	usd
	us-gaap	Payment For Administrative Fees PaymentForAdministrativeFees	45000	usd
CY2024Q3	binxu	Deferred Underwriters Discount DeferredUnderwritersDiscount	225000	usd
CY2024Q3	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2024Q3	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
CY2024Q3	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued	0	shares
CY2024Q3	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
CY2024Q3	us-gaap	Common Stock Shares Authorized CommonStockSharesAuthorized	100000000	shares
CY2023Q4	us-gaap	Common Stock Shares Authorized CommonStockSharesAuthorized	100000000	shares
CY2024Q3	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
CY2024Q3	us-gaap	Common Stock Shares Issued CommonStockSharesIssued	4286248	shares
CY2023Q4	us-gaap	Common Stock Shares Issued CommonStockSharesIssued	6901113	shares
CY2024Q3	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	2524000	shares
CY2023Q4	us-gaap	Common Stock Shares Outstanding CommonStockSharesOutstanding	2524000	shares
CY2024Q3	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	324748	shares
CY2023Q4	us-gaap	Temporary Equity Shares Authorized TemporaryEquitySharesAuthorized	2939613	shares
CY2024Q3	binxu	Business Acquisitions Share Price BusinessAcquisitionsSharePrice	9.20
CY2024Q3	binxu	Redemption Price RedemptionPrice	18.00
CY2024Q3	us-gaap	Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1	0.01
CY2024Q3	us-gaap	Share Price SharePrice	11.09
CY2023Q4	us-gaap	Share Price SharePrice	10.77
CY2024Q3	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	P0Y10M20D
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	0.010	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	0.0358	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	0.13	pure
CY2023	binxu	Share Based Compensation Arrangement By Share Based Payment Award Probability Of Completing Business Combination ShareBasedCompensationArrangementByShareBasedPaymentAwardProbabilityOfCompletingBusinessCombination	0.19	pure
CY2024Q3	ecd	Rule10b51 Arr Adopted Flag Rule10b51ArrAdoptedFlag	false
CY2024Q3	ecd	Non Rule10b51 Arr Adopted Flag NonRule10b51ArrAdoptedFlag	false
CY2024Q3	ecd	Rule10b51 Arr Trmntd Flag Rule10b51ArrTrmntdFlag	false
CY2024Q3	ecd	Non Rule10b51 Arr Trmntd Flag NonRule10b51ArrTrmntdFlag	false

dei

City Area Code

CityAreaCode

302

binxu

Change In Fair Value Of Warrant Liabilities

ChangeInFairValueOfWarrantLiabilities

0

usd

CY2023Q3

us-gaap

Other Nonoperating Income Expense

OtherNonoperatingIncomeExpense

374908

usd

CY2024Q3

us-gaap

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

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-70764

usd

dei

Current Fiscal Year End Date

CurrentFiscalYearEndDate

--12-31

dei

Document Fiscal Year Focus

DocumentFiscalYearFocus

2024

dei

Document Fiscal Period Focus

DocumentFiscalPeriodFocus

Q3

dei

Entity Central Index Key

EntityCentralIndexKey

0001845942

dei

Document Quarterly Report

DocumentQuarterlyReport

true

dei

Document Period End Date

DocumentPeriodEndDate

2024-09-30

dei

Document Transition Report

DocumentTransitionReport

false

dei

Entity Registrant Name

EntityRegistrantName

BANNIX ACQUISITION CORP.

dei

Entity Incorporation State Country Code

EntityIncorporationStateCountryCode

DE

dei

Entity File Number

EntityFileNumber

001-40790

dei

Entity Tax Identification Number

EntityTaxIdentificationNumber

86-1626016

CY2023Q4

us-gaap

Preferred Stock Shares Issued

PreferredStockSharesIssued

0

shares

CY2023Q4

us-gaap

Preferred Stock Shares Outstanding

PreferredStockSharesOutstanding

0

shares

us-gaap

Operating Income Loss

OperatingIncomeLoss

-1017302

usd

us-gaap

Operating Income Loss

OperatingIncomeLoss

-1197866

usd

CY2023Q3

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

5463613

shares

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

4434471

shares

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

4434471

shares

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

6435576

shares

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

6435576

shares

CY2023Q3

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.02

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.08

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.08

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.02

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.02

CY2023Q4

us-gaap

Commitments And Contingencies

CommitmentsAndContingencies

usd

dei

Document Type

DocumentType

10-Q

dei

Entity Address Address Line1

EntityAddressAddressLine1

300 Delaware Ave.

dei

Entity Address Address Line2

EntityAddressAddressLine2

Suite 210 # 301

dei

Entity Address City Or Town

EntityAddressCityOrTown

Wilmington

dei

Entity Address State Or Province

EntityAddressStateOrProvince

DE

dei

Entity Address Postal Zip Code

EntityAddressPostalZipCode

19801

dei

Local Phone Number

LocalPhoneNumber

305-4790

dei

Entity Current Reporting Status

EntityCurrentReportingStatus

Yes

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

CY2024Q4

dei

Entity Common Stock Shares Outstanding

EntityCommonStockSharesOutstanding

2848748

shares

CY2024Q3

us-gaap

Cash

271833

usd

CY2023Q4

us-gaap

Cash

232278

usd

CY2024Q3

us-gaap

Other Prepaid Expense Current

OtherPrepaidExpenseCurrent

4107

usd

CY2023Q4

us-gaap

Other Prepaid Expense Current

OtherPrepaidExpenseCurrent

5251

usd

CY2024Q3

us-gaap

Assets Current

AssetsCurrent

275940

usd

CY2023Q4

us-gaap

Assets Current

AssetsCurrent

237529

usd

CY2024Q3

us-gaap

Assets Held In Trust

AssetsHeldInTrust

3663652

usd

CY2023Q4

us-gaap

Assets Held In Trust

AssetsHeldInTrust

32116099

usd

CY2024Q3

us-gaap

Assets

3939592

usd

CY2023Q4

us-gaap

Assets

32353628

usd

CY2024Q3

us-gaap

Accounts Payable And Accrued Liabilities Current

AccountsPayableAndAccruedLiabilitiesCurrent

991160

usd

CY2023Q4

us-gaap

Accounts Payable And Accrued Liabilities Current

AccountsPayableAndAccruedLiabilitiesCurrent

787307

usd

CY2024Q3

binxu

Income Taxes Payable Current

IncomeTaxesPayableCurrent

645671

usd

CY2023Q4

binxu

Income Taxes Payable Current

IncomeTaxesPayableCurrent

552912

usd

CY2024Q3

us-gaap

Sales And Excise Tax Payable Current

SalesAndExciseTaxPayableCurrent

700021

usd

CY2023Q4

us-gaap

Sales And Excise Tax Payable Current

SalesAndExciseTaxPayableCurrent

410772

usd

CY2024Q3

binxu

Promissory Notes Evie

PromissoryNotesEvie

1003995

usd

CY2023Q4

binxu

Promissory Notes Evie

PromissoryNotesEvie

974015

usd

CY2024Q3

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1729840

usd

CY2023Q4

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1213600

usd

CY2024Q3

us-gaap

Liabilities Current

LiabilitiesCurrent

5070687

usd

CY2023Q4

us-gaap

Liabilities Current

LiabilitiesCurrent

3938606

usd

CY2024Q3

us-gaap

Extended Product Warranty Accrual Noncurrent

ExtendedProductWarrantyAccrualNoncurrent

8120

usd

CY2023Q4

us-gaap

Extended Product Warranty Accrual Noncurrent

ExtendedProductWarrantyAccrualNoncurrent

4060

usd

CY2024Q3

binxu

Deferred Underwriters Discount

DeferredUnderwritersDiscount

225000

usd

CY2023Q4

binxu

Deferred Underwriters Discount

DeferredUnderwritersDiscount

225000

usd

CY2024Q3

us-gaap

Liabilities

5303807

usd

CY2023Q4

us-gaap

Liabilities

4167666

usd

CY2024Q3

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

324748

shares

CY2023Q4

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

2939613

shares

CY2024Q3

binxu

Common Stock Subject To Possible Redemption

CommonStockSubjectToPossibleRedemption

4017469

usd

CY2023Q4

binxu

Common Stock Subject To Possible Redemption

CommonStockSubjectToPossibleRedemption

31839150

usd

CY2024Q3

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

CY2024Q3

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2023Q4

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2024Q3

us-gaap

Preferred Stock Shares Issued

PreferredStockSharesIssued

0

shares

CY2024Q3

us-gaap

Preferred Stock Shares Outstanding

PreferredStockSharesOutstanding

0

shares

CY2024Q3

us-gaap

Preferred Stock Value

PreferredStockValue

0

usd

CY2023Q4

us-gaap

Preferred Stock Value

PreferredStockValue

0

usd

CY2024Q3

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

CY2024Q3

us-gaap

Common Stock Shares Authorized

CommonStockSharesAuthorized

100000000

shares

CY2023Q4

us-gaap

Common Stock Shares Authorized

CommonStockSharesAuthorized

100000000

shares

CY2024Q3

us-gaap

Common Stock Shares Issued

CommonStockSharesIssued

4286248

shares

CY2023Q4

us-gaap

Common Stock Shares Issued

CommonStockSharesIssued

6901113

shares

CY2024Q3

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

2524000

shares

CY2023Q4

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

2524000

shares

CY2024Q3

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

324748

shares

CY2023Q4

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

2939613

shares

CY2024Q3

us-gaap

Treasury Stock Common Shares

TreasuryStockCommonShares

1437500

shares

CY2023Q4

us-gaap

Treasury Stock Common Shares

TreasuryStockCommonShares

1437500

shares

CY2024Q3

us-gaap

Common Stock Value

CommonStockValue

39615

usd

CY2023Q4

us-gaap

Common Stock Value

CommonStockValue

39615

usd

CY2024Q3

us-gaap

Additional Paid In Capital

AdditionalPaidInCapital

0

usd

CY2023Q4

us-gaap

Additional Paid In Capital

AdditionalPaidInCapital

0

usd

CY2024Q3

us-gaap

Retained Earnings Accumulated Deficit

RetainedEarningsAccumulatedDeficit

-5406924

usd

CY2023Q4

us-gaap

Retained Earnings Accumulated Deficit

RetainedEarningsAccumulatedDeficit

-3678428

usd

CY2024Q3

us-gaap

Treasury Stock Common Shares

TreasuryStockCommonShares

1437500

shares

CY2023Q4

us-gaap

Treasury Stock Common Shares

TreasuryStockCommonShares

1437500

shares

CY2024Q3

us-gaap

Treasury Stock Value

TreasuryStockValue

14375

usd

CY2023Q4

us-gaap

Treasury Stock Value

TreasuryStockValue

14375

usd

CY2024Q3

us-gaap

Stockholders Equity

StockholdersEquity

-5381684

usd

CY2023Q4

us-gaap

Stockholders Equity

StockholdersEquity

-3653188

usd

CY2024Q3

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

3939592

usd

CY2023Q4

us-gaap

Liabilities And Stockholders Equity

LiabilitiesAndStockholdersEquity

32353628

usd

CY2024Q3

us-gaap

Operating Expenses

OperatingExpenses

248848

usd

CY2023Q3

us-gaap

Operating Expenses

OperatingExpenses

394213

usd

us-gaap

Operating Expenses

OperatingExpenses

1017302

usd

us-gaap

Operating Expenses

OperatingExpenses

1197866

usd

CY2024Q3

us-gaap

Operating Income Loss

OperatingIncomeLoss

-248848

usd

CY2023Q3

us-gaap

Operating Income Loss

OperatingIncomeLoss

-394213

usd

CY2024Q3

binxu

Interest Income On Trust Account

InterestIncomeOnTrustAccount

178084

usd

CY2023Q3

binxu

Interest Income On Trust Account

InterestIncomeOnTrustAccount

370848

usd

binxu

Interest Income On Trust Account

InterestIncomeOnTrustAccount

744351

usd

binxu

Interest Income On Trust Account

InterestIncomeOnTrustAccount

1394123

usd

CY2024Q3

binxu

Gain On Forgiven Of Payables

GainOnForgivenOfPayables

0

usd

CY2023Q3

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

CY2024Q3

binxu

Change In Fair Value Of Warrant Liabilities

ChangeInFairValueOfWarrantLiabilities

0

usd

CY2023Q3

binxu

Change In Fair Value Of Warrant Liabilities

ChangeInFairValueOfWarrantLiabilities

4060

usd

binxu

Change In Fair Value Of Warrant Liabilities

ChangeInFairValueOfWarrantLiabilities

-4060

usd

CY2024Q3

us-gaap

Other Nonoperating Income Expense

OtherNonoperatingIncomeExpense

178084

usd

us-gaap

Other Nonoperating Income Expense

OtherNonoperatingIncomeExpense

774041

usd

us-gaap

Other Nonoperating Income Expense

OtherNonoperatingIncomeExpense

1394123

usd

CY2023Q3

us-gaap

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

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-19305

usd

us-gaap

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

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

-243261

usd

us-gaap

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

IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest

196257

usd

CY2024Q3

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

83933

usd

CY2023Q3

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

81847

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

92759

usd

us-gaap

Income Tax Expense Benefit

IncomeTaxExpenseBenefit

348105

usd

CY2024Q3

us-gaap

Net Income Loss

NetIncomeLoss

-154697

usd

CY2023Q3

us-gaap

Net Income Loss

NetIncomeLoss

-101152

usd

us-gaap

Net Income Loss

NetIncomeLoss

-336020

usd

us-gaap

Net Income Loss

NetIncomeLoss

-151848

usd

CY2024Q3

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

3840508

shares

CY2024Q3

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

3840508

shares

CY2023Q3

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

5463613

shares

CY2024Q3

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.04

CY2024Q3

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.04

CY2023Q3

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.02

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

CY2024Q3

binxu

Excise Tax Imposed On Common Stock Redemptions

ExciseTaxImposedOnCommonStockRedemptions

-137905

usd

CY2024Q3

us-gaap

Net Income Loss

NetIncomeLoss

-154697

usd

CY2024Q3

binxu

Accretion Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

-381986

usd

CY2024Q3

us-gaap

Stockholders Equity

StockholdersEquity

-5381684

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

CY2023Q3

us-gaap

Net Income Loss

NetIncomeLoss

-101152

usd

CY2023Q3

binxu

Accretion Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

-431601

usd

CY2023Q3

us-gaap

Stockholders Equity

StockholdersEquity

-3179179

usd

us-gaap

Profit Loss

ProfitLoss

-336020

usd

us-gaap

Profit Loss

ProfitLoss

-151848

usd

us-gaap

Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

4060

usd

us-gaap

Fair Value Adjustment Of Warrants

FairValueAdjustmentOfWarrants

0

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

744351

usd

binxu

Interest Incomes On Trust Account

InterestIncomesOnTrustAccount

1394123

usd

us-gaap

Increase Decrease In Prepaid Expense

IncreaseDecreaseInPrepaidExpense

-1144

usd

us-gaap

Increase Decrease In Prepaid Expense

IncreaseDecreaseInPrepaidExpense

-20363

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

92759

usd

us-gaap

Increase Decrease In Accrued Income Taxes Payable

IncreaseDecreaseInAccruedIncomeTaxesPayable

415102

usd

us-gaap

Increase Decrease In Other Accounts Payable And Accrued Liabilities

IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities

308783

usd

us-gaap

Increase Decrease In Other Accounts Payable And Accrued Liabilities

IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities

444810

usd

us-gaap

Increase Decrease Due From Other Related Parties

IncreaseDecreaseDueFromOtherRelatedParties

-121750

usd

us-gaap

Increase Decrease Due From Other Related Parties

IncreaseDecreaseDueFromOtherRelatedParties

-45000

usd

us-gaap

Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-585625

usd

us-gaap

Net Cash Provided By Used In Operating Activities

NetCashProvidedByUsedInOperatingActivities

-687693

usd

binxu

Investment Of Cash Into Trust Account

InvestmentOfCashIntoTrustAccount

316237

usd

binxu

Investment Of Cash Into Trust Account

InvestmentOfCashIntoTrustAccount

525000

usd

binxu

Redemptions From Trust Account

RedemptionsFromTrustAccount

28924908

usd

binxu

Redemptions From Trust Account

RedemptionsFromTrustAccount

41077199

usd

binxu

Withdrawal From Trust Account To Pay Taxes

WithdrawalFromTrustAccountToPayTaxes

588127

usd

binxu

Withdrawal From Trust Account To Pay Taxes

WithdrawalFromTrustAccountToPayTaxes

357010

usd

us-gaap

Net Cash Provided By Used In Investing Activities

NetCashProvidedByUsedInInvestingActivities

29196798

usd

us-gaap

Net Cash Provided By Used In Investing Activities

NetCashProvidedByUsedInInvestingActivities

40909209

usd

binxu

Redemption Of Class Common Stock Subject To Possible Redemption

RedemptionOfClassCommonStockSubjectToPossibleRedemption

28924908

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

726015

usd

binxu

Advances From Affiliated Related Parties

AdvancesFromAffiliatedRelatedParties

338310

usd

binxu

Advances From Affiliated Related Parties

AdvancesFromAffiliatedRelatedParties

0

usd

binxu

Payment For Promissory Note To Sponsor

PaymentForPromissoryNoteToSponsor

15000

usd

binxu

Payment For Promissory Note To Sponsor

PaymentForPromissoryNoteToSponsor

-0

usd

binxu

Proceeds From Promissory Note To New Sponsors

ProceedsFromPromissoryNoteToNewSponsors

0

usd

binxu

Proceeds From Promissory Note To New Sponsors

ProceedsFromPromissoryNoteToNewSponsors

150000

usd

us-gaap

Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-28571618

usd

us-gaap

Net Cash Provided By Used In Financing Activities

NetCashProvidedByUsedInFinancingActivities

-40201184

usd

us-gaap

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

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

39555

usd

us-gaap

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

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect

20332

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

CY2024Q3

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

271833

usd

CY2023Q3

us-gaap

Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents

CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents

39589

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

1103227

usd

binxu

Accretions Of Common Stock Subject To Possible Redemption To Redemption Value

AccretionsOfCommonStockSubjectToPossibleRedemptionToRedemptionValue

1373947

usd

binxu

Excise Tax Liability Accrued For Common Stock Redemptions

ExciseTaxLiabilityAccruedForCommonStockRedemptions

289249

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” or “Bannix”) 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 September 30, 2024, the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through September 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 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_z99D9mmxvej7" 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_zbJAnJTUvqo" 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 Deadline Date 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. September 6, 2024 Special Meeting On September 6, 2024, the Company held a Special Meeting of Stockholders of the Company (the “September 2024 Special Meeting”), whereby the Company’s stockholders approved an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “September 2024 Amendment”), to extend the Deadline Date from September 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 September 14, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s Sponsor, until March 14, 2025, or a total of up to six (6) months after September 14, 2024, unless the closing of a Business Combination shall have occurred prior thereto (the “September 2024 Extension Amendment”). Additionally, beginning in September 2024, the Sponsor or its designees will deposit into the Trust Account, as a loan, $16,237 or $0.05 per public share multiplied by the number of public shares outstanding (the “Contribution”), in connection with each Extension. At the September 2024 Special Meeting, stockholders holding a total of 1,232,999 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, $13,790,479 (approximately $11.18 per share) was removed from the Company’s Trust Account to pay such holders. Following redemptions, the Company has 2,848,748 shares outstanding. In association with the Company’s special meetings and annual meeting, as of the filing of this Form 10-Q, the Company has deposited an aggregate of $1,772,474 into the Trust Account to extend the Deadline Date to November 14, 2024. Initial Business Combination The Company has until September 14, 2025 (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 September 14, 2024 or later extended Deadline Date, by resolution of the Company’s Board of Directors, if requested by the Company’s Sponsor, until March 14, 2025, 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. The Company cannot ascertain the capital requirements for any particular transaction. If the net proceeds currently held in the Trust Account 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 $16,237 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 September 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, $<span id="xdx_900_ecustom--BusinessCombinationAcquisitionRelatedCost_c20230509__20230510__us-gaap--BusinessAcquisitionAxis__custom--EvieGroupMember_zgr45j61YWx3" title="Payment on agreement with EVIE signing">70,000 upon Evie Group signing a definitive Business Combination agreement and the remaining $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 October 2024, the Company deposited $16,237 in the Trust Account and extended the Deadline Date to November 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_zUpq67JyycK3" 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_zyq2tlnNdDm3" 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_zZWdlfaRqb4a" 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_zDGkQ5bTjQg6" title="Business combination consideration to be paid">42.5 million. Sponsor Support Agreement (Terminated) 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 (Terminated) 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 As previously disclosed, on March 26, 2024, the Company entered into a Business Combination Agreement (the “Original Agreement”), by and among Bannix, VisionWave Technologies, Inc., a Nevada corporation (“Target”) and the shareholders of Target. On September 6, 2024, Bannix entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Bannix, VisionWave Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VisionWave”), BNIX Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of VisionWave (“Parent Merger Sub”), BNIX VW Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of VisionWave (“Company Merger Sub”), and Target. The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Bannix, VisionWave, Parent Merger Sub, Company Merger Sub, and Target. The Mergers Pursuant to and in accordance with the terms set forth in the Merger Agreement, (a) Parent Merger Sub will merge with and into Bannix, with Bannix continuing as the surviving entity (the “Parent Merger”), as a result of which, (i) Bannix will become a wholly owned subsidiary of VisionWave, and (ii) each issued and outstanding security of Bannix immediately prior to the effective time of the Parent Merger (the “Parent Merger Effective Time”) (other than shares of Bannix Common Stock that have been redeemed or are owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VisionWave (other than the Parent Rights, which shall be automatically converted into shares of VisionWave), and, (b) immediately following the consummation of the Parent Merger but on the same day, Company Merger Sub will merge with and into Target, with Target continuing as the surviving entity (the “Company Merger” and, together with the Parent Merger, the “Mergers”), as a result of which, (i) Target will become a wholly owned subsidiary of VisionWave, and (ii) each issued and outstanding security of Target immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than any Cancelled Shares or Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of VisionWave. The Mergers and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” The Business Combination is expected to close in the first quarter of 2025, subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of Bannix and Target. Consideration Pursuant to and in accordance with the terms set forth in the Merger Agreement, at the Parent Merger Effective Time, (a) each share of Bannix common stock, par value $0.001 per share (“Bannix Common Stock”) outstanding immediately prior to the Parent Merger Effective Time that has not been redeemed, is not owned by Bannix or any of its direct or indirect subsidiaries as treasury shares and is not a Dissenting Parent Share will automatically convert into one share of common stock, par value $0.001, of VisionWave (each, a share of “VisionWave Common Stock”), (b) each Bannix Warrant shall automatically convert into one warrant to purchase shares of VisionWave Common Stock (each, a “VisionWave Warrant”) on substantially the same terms and conditions; and (c) each Bannix Right will be automatically converted into the number of shares of VisionWave Common Stock that would have been received by the holder of such Bannix Right if it had been converted upon the consummation of a Business Combination in accordance with Bannix’s organizational documents. In accordance with the terms and subject to the conditions of the Merger Agreement, at the Company Merger Effective Time, (a) each share of issued and outstanding Target common stock, par value $0.01 (“Target Common Stock”), shall be cancelled and converted into 4,041 shares of VisionWave Common Stock. Governance Subject to approval of shareholders, the parties have agreed to take actions such that, effective immediately after the Closing of the Business Combination, VisionWave’s board of directors shall consist of seven directors, consisting of Chuck Hansen, Eric T. Shuss, Douglas Davis, Noam Kenig, Danny Rittman, Erik Klinger and Yossi Attia. Additionally, certain current Target management personnel may become officers of VisionWave. Representations and Warranties; Covenants The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective businesses prior to consummation of the Business Combination, (ii) the parties’ efforts to satisfy conditions to consummation of the Business Combination, including by obtaining any necessary approvals from governmental agencies, (iii) prohibitions on the parties soliciting alternative transactions, (iv) VisionWave preparing and filing a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) and taking certain other actions to obtain the requisite approval of Bannix’s stockholders to vote in favor of certain matters, including the adoption of the Merger Agreement and approval of the Business Combination, at a special meeting to be called for the approval of such matters, and (v) the protection of, and access to, confidential information of the parties. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement and are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made the parties to the Merger Agreement which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Bannix does not believe that these schedules contain information that is material to an investment decision. In addition, VisionWave has agreed to adopt an equity incentive plan, as described in the Merger Agreement. Conditions to the Closing The obligations of Bannix, VisionWave, Parent Merger Sub and Company Merger Sub (the “Bannix Parties”) and Target to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the approval of Bannix’s stockholders, (ii) the approval of Target’s stockholders, and (iii) VisionWave’s Form S-4 registration statement becoming effective. In addition, the obligations of the Bannix Parties to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Target being true and correct to the standards applicable to such representations and warranties and each of the covenants of Target having been performed or complied with in all material respects, (ii) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination, and (iii) no Material Adverse Effect having occurred. The obligation of Target to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of the Bannix Parties being true and correct to the standards applicable to such representations and warranties and each of the covenants of the Bannix Parties having been performed or complied with in all material respects and (ii) the shares of VisionWave Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market. Termination Rights The Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Bannix and Target, (ii) by Bannix, on the one hand, or Target, on the other hand, if there is any breach of the representations, warranties, covenant or agreement of the other party as set forth in the Merger Agreement, in each case, such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by either Bannix or Target if the Business Combination is not consummated by March 31, 2025 (which date may be extended by mutual agreement of the parties to the Merger Agreement), (iv) by either Bannix or Target if a meeting of Bannix’s stockholders is held to vote on proposals relating to the Business Combination and the stockholders do not approve the proposals, and (v) by Bannix if the Target stockholders do not approve the Merger Agreement. Permitted Financings The Merger Agreement contemplates that Target (a) may enter into agreements to raise capital in one or more private placement transactions prior to the Closing for aggregate gross proceeds of up to $20,000,000 or (b) consummate an initial sale of any shares of capital stock of Target in an underwritten public offering registered under the Securities Act or any direct listing of any shares of capital stock of Target on a securities exchange or securities market (“Permitted Financings”). A copy of the Merger Agreement is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto. Stockholder Support Agreement In accordance with the Merger Agreement, within thirty (30) days following the execution of the Merger Agreement, Bannix, VisionWave, Target, and certain stockholders of Target representing the requisite votes necessary to approve the Merger Agreement (the “Target Equity Holders”) are expected to enter into a Stockholder Support Agreement pursuant to which the Target Equity Holders will: (a) agree to vote in favor of the adoption of the Merger Agreement and approve the Mergers and the other Transactions to which Target is a party; and (b) agree to waive any appraisal or similar rights they may have pursuant to Nevada law with respect to the Mergers and the other Transactions. Nasdaq Notice On September 13, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq stating that, because the Company did not complete a Business Combination within 36 months of the effectiveness of its IPO registration statement, the Company’s securities are subject to delisting from The Nasdaq Stock Market under Nasdaq Listing Rule IM-5101-2. The letter further stated that unless the Company appeals Nasdaq’s determination by September 20, 2024, trading of the Company’s securities will be suspended at the opening of business on September 24, 2024, and a Form 25-NSE will be filed with the SEC to remove the Company’s securities from listing and registration on Nasdaq. The Company appealed Nasdaq’s determination to a Hearings Panel, which will stay the suspension of trading of the Company’s securities pending the Panel’s decision. The Company is preparing a compliance plan and will provide further details as they become available. The Company plans to present its views with respect to continued listing to the Hearings Panel at a hearing schedule to November 7, 2024. Throughout this process, the Company’s securities will continue to trade on Nasdaq under the symbol “BNIX”. There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance with the applicable Nasdaq listing requirements. As of the date of this filing, the Listing Qualifications Department of Nasdaq has not made a determination regarding the suspension of trading of the Company’s securities. 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. As approved by its stockholders at the September 2024 Special Meeting, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on September 10, 2024 (the “September 2024 Amendment”) to extend the date 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 (“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 September 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 September 14, 2024 or later extended deadline date, by resolution of the Company’s Board of Directors, if requested by the Company’s sponsor, Instant Fame, LLC, a Nevada limited liability company, upon five days’ advance notice prior to the applicable deadline date, until March 14, 2025, or a total of up to six (6) months after September 14, 2024, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment”). Liquidity, Capital Resources, and Going Concern As of September 30, 2024, the Company had $271,833 in cash and a working capital deficit of $4,794,747. The Company’s liquidity needs through September 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 September 30, 2024 and December 31, 2023, there were no loans associated with the Working Capital Loans. As of September 30, 2024 and December 31, 2023, the Company owed $<span id="xdx_90E_eus-gaap--OtherLiabilitiesCurrent_iI_c20240930__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--FormerSponsorAndRelatedPartyMember_zwZnkYVCKgS6" title="Due to related parties current">1,729,840 and $<span id="xdx_909_eus-gaap--OtherLiabilitiesCurrent_iI_c20231231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--FormerSponsorAndRelatedPartyMember_z3Kw0vpTZgh6" 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 December 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 December 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. As a cure for the Company’s going concern assessment, the Company has entered into a proposed Business Combination Agreement with VisionWave Technologies, Inc. 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 consolidated financial statements. These unaudited condensed consolidated 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 consolidated 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. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination, but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. During the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise tax. These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023 to December 31, 2023 would be October 31, 2024. The Company is currently evaluating its options with respect to this obligation. Any amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. As of the filing of the Form 10-Q, the Company has not filed its 2023 excise tax return and no amounts have been paid. 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.

CY2024Q3

us-gaap

Proceeds From Loans

ProceedsFromLoans

16237

usd

binxu

Deposited In Trust Account

DepositedInTrustAccount

1772474

usd

CY2024Q3

us-gaap

Cash

271833

usd

CY2024Q3

binxu

Working Captial Deficit

WorkingCaptialDeficit

4794747

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.

CY2024Q3

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 September 30, 2024 and December 31, 2023, the Company had $21,833 and $0 deposits in excess of the Federal Depository Insurance Coverage, respectively. The Company has not experienced losses on these accounts.

binxu

Withdrawn Amount

WithdrawnAmount

588127

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

CY2024Q3

binxu

Redemptions From Trust Account Shares

RedemptionsFromTrustAccountShares

1232999

shares

CY2024Q3

binxu

Redemption From Trust Account

RedemptionFromTrustAccount

13790479

usd

CY2024Q3

binxu

Plus Remeasurement Of Shares Subject To Redemption Shares

PlusRemeasurementOfSharesSubjectToRedemptionShares

0

shares

CY2024Q3

binxu

Remeasurement Of Shares Subject To Redemption

RemeasurementOfSharesSubjectToRedemption

381986

usd

CY2024Q3

binxu

Common Stock Subject To Possible Redemption Shares

CommonStockSubjectToPossibleRedemptionShares

324748

shares

CY2024Q3

binxu

Common Stock Subject To Possible Redemption

CommonStockSubjectToPossibleRedemption

4017469

usd

CY2024Q3

us-gaap

Net Income Loss

NetIncomeLoss

-154697

usd

CY2023Q3

us-gaap

Net Income Loss

NetIncomeLoss

-101152

usd

us-gaap

Net Income Loss

NetIncomeLoss

-336020

usd

us-gaap

Net Income Loss

NetIncomeLoss

-151848

usd

CY2024Q3

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

3840508

shares

CY2024Q3

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

3840508

shares

CY2023Q3

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

5463613

shares

CY2023Q3

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

5463613

shares

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

4434471

shares

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

4434471

shares

us-gaap

Weighted Average Number Of Shares Outstanding Basic

WeightedAverageNumberOfSharesOutstandingBasic

6435576

shares

us-gaap

Weighted Average Number Of Diluted Shares Outstanding

WeightedAverageNumberOfDilutedSharesOutstanding

6435576

shares

CY2024Q3

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.04

CY2024Q3

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.04

CY2023Q3

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.02

CY2023Q3

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.02

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.08

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.08

us-gaap

Earnings Per Share Basic

EarningsPerShareBasic

-0.02

us-gaap

Earnings Per Share Diluted

EarningsPerShareDiluted

-0.02

CY2024Q3

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

1.186

pure

CY2023Q3

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

4.240

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

0.381

pure

us-gaap

Effective Income Tax Rate Continuing Operations

EffectiveIncomeTaxRateContinuingOperations

1.774

pure

CY2024Q3

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

CY2023Q3

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

CY2024Q3

us-gaap

Unrecognized Tax Benefits

UnrecognizedTaxBenefits

0

usd

CY2023Q4

us-gaap

Unrecognized Tax Benefits

UnrecognizedTaxBenefits

0

usd

CY2024Q3

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

CY2024Q3

binxu

Promissory Notes Evie

PromissoryNotesEvie

1003995

usd

CY2023Q4

binxu

Promissory Notes Evie

PromissoryNotesEvie

974015

usd

CY2024Q3

us-gaap

Long Term Debt Current

LongTermDebtCurrent

0

usd

CY2023Q4

us-gaap

Long Term Debt Current

LongTermDebtCurrent

0

usd

CY2024Q3

binxu

Deferred Underwriters Discount

DeferredUnderwritersDiscount

225000

usd

CY2024Q3

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1729840

usd

CY2023Q4

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1213600

usd

us-gaap

Stock Repurchased During Period Shares

StockRepurchasedDuringPeriodShares

700000

shares

CY2024Q3

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1729840

usd

CY2023Q4

binxu

Due To Related Party Current

DueToRelatedPartyCurrent

1213600

usd

CY2024Q3

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

CY2024Q3

us-gaap

Payment For Administrative Fees

PaymentForAdministrativeFees

15000

usd

us-gaap

Payment For Administrative Fees

PaymentForAdministrativeFees

15000

usd

CY2023Q3

us-gaap

Payment For Administrative Fees

PaymentForAdministrativeFees

45000

usd

us-gaap

Payment For Administrative Fees

PaymentForAdministrativeFees

45000

usd

CY2024Q3

binxu

Deferred Underwriters Discount

DeferredUnderwritersDiscount

225000

usd

CY2024Q3

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2023Q4

us-gaap

Preferred Stock Shares Authorized

PreferredStockSharesAuthorized

1000000

shares

CY2024Q3

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

CY2024Q3

us-gaap

Preferred Stock Shares Issued

PreferredStockSharesIssued

0

shares

CY2024Q3

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

CY2024Q3

us-gaap

Common Stock Shares Authorized

CommonStockSharesAuthorized

100000000

shares

CY2023Q4

us-gaap

Common Stock Shares Authorized

CommonStockSharesAuthorized

100000000

shares

CY2024Q3

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

CY2024Q3

us-gaap

Common Stock Shares Issued

CommonStockSharesIssued

4286248

shares

CY2023Q4

us-gaap

Common Stock Shares Issued

CommonStockSharesIssued

6901113

shares

CY2024Q3

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

2524000

shares

CY2023Q4

us-gaap

Common Stock Shares Outstanding

CommonStockSharesOutstanding

2524000

shares

CY2024Q3

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

324748

shares

CY2023Q4

us-gaap

Temporary Equity Shares Authorized

TemporaryEquitySharesAuthorized

2939613

shares

CY2024Q3

binxu

Business Acquisitions Share Price

BusinessAcquisitionsSharePrice

9.20

CY2024Q3

binxu

Redemption Price

RedemptionPrice

18.00

CY2024Q3

us-gaap

Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1

ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1

0.01

CY2024Q3

us-gaap

Share Price

SharePrice

11.09

CY2023Q4

us-gaap

Share Price

SharePrice

10.77

CY2024Q3

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

P0Y10M20D

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

0.010

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

0.0358

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

0.13

pure

CY2023

binxu

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

ShareBasedCompensationArrangementByShareBasedPaymentAwardProbabilityOfCompletingBusinessCombination

0.19

pure

CY2024Q3

ecd

Rule10b51 Arr Adopted Flag

Rule10b51ArrAdoptedFlag

false

CY2024Q3

ecd

Non Rule10b51 Arr Adopted Flag

NonRule10b51ArrAdoptedFlag

false

CY2024Q3

ecd

Rule10b51 Arr Trmntd Flag

Rule10b51ArrTrmntdFlag

false

CY2024Q3

ecd

Non Rule10b51 Arr Trmntd Flag

NonRule10b51ArrTrmntdFlag

false

Concept	2024 Q4	2024 Q3
OPERATING ACTIVITIES
Net Income		-$154.7K
YoY Change		52.94%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities		-$166.0K
YoY Change		7.32%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities		$13.89M
YoY Change		-6273.46%
Cash From Investing Activities		$13.89M
YoY Change		-6273.46%
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
YoY Change		-4749.34%
NET CHANGE
Cash From Operating Activities		-166.0K
Cash From Investing Activities		13.89M
Cash From Financing Activities		-13.48M
Net Change In Cash		242.1K
YoY Change		-370.03%
FREE CASH FLOW
Cash From Operating Activities		-$166.0K
Capital Expenditures
Free Cash Flow
YoY Change

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$BNIX
Bannix Acquisition Corp. Stock $bnix

2024 Q4 Form 10-Q Financial Statement

#000173112224001810 Filed on November 14, 2024

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Files In Submission

$BNIX Bannix Acquisition Corp. Stock $bnix

2024 Q4 Form 10-Q Financial Statement

#000173112224001810 Filed on November 14, 2024

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Files In Submission

$BNIX
Bannix Acquisition Corp. Stock $bnix