UPDATE - Bannix Acquisition Corp. Clarifies Position on Excise Tax and Rational for Extension Periods
06 Março 2023 - 1:18PM
Bannix Acquisition Corp. (NASDAQ: BNIX) (the “Company”) today
announced that it is further clarifying its and Instant Fame, LLC
(the “Sponsor”) intent with respect to the excise tax liabilities
associated with any redemptions. To clarify the language in the
prior press release dated March 1, 2023, to mitigate the current
uncertainty surrounding the implementation of the Inflation
Reduction Act of 2022, in the event that the extension (the
“Extension”) of the time period the Company has to complete an
initial business combination (the “Business Combination”) is
implemented, as described in the Company’s definitive proxy
statement (the “Proxy Statement”), the Sponsor or a designee will
indemnify the Company against any excise tax liabilities with
respect to any redemption opportunities. As such, the Company will
not, under any circumstances, withdraw any amounts from the Trust
Account, including interest earned on the Trust Account, to pay for
the Excise Tax. As previously stated, if the Extension is
implemented, the Company plans to maintain the remaining amount in
its trust account in an interest-bearing demand deposit account at
a bank.
The Company’s Board of Directors (“Board”),
which, except for one (1) director, have only served as directors
since late October 2022, is undertaking to submit a proposed
Business Combination to its shareholder for approval within the
next nine (9) months. The potential extension to the Extended Date,
as defined in the Proxy Statement is needed for the time required
to have each of the applicable regulators review the disclosure
related to the Business Combination and ultimately have such
Business Combination approved by the shareholders of the Company.
The Board will use its reasonable best efforts to take the initial
steps in presenting a potential Business Combination within the
next three (3) months.
About Bannix Acquisition
Corp.
Bannix Acquisition Corp. is a blank check
company, also commonly referred to as a special purpose acquisition
company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or
entities.
Participants in the
Solicitation
The Company and its directors and executive
officers and other persons may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders in respect
of the Extension. Information regarding the Company’s directors and
executive officers is available in its annual report on Form 10-K
filed with the SEC. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests are contained in the Proxy
Statement.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Additional Information
The Company has filed the Proxy Statement with
the Securities and Exchange Commission (the “SEC”) in connection
with the Meeting and, beginning on December 2, 2022, mailed the
Proxy Statement and other relevant documents to its stockholders as
of the November 17, 2022 record date for the Meeting. The
Company’s stockholders and other interested persons are advised to
read the Proxy Statement and any other relevant documents that have
been or will be filed with the SEC in connection with the Company’s
solicitation of proxies for the Meeting because these documents
will contain important information about the Company, the Extension
and related matters. Stockholders may also obtain a free copy of
the Proxy Statement, as well as other relevant documents that have
been or will be filed with the SEC, without charge, at the SEC’s
website located at www.sec.gov or by directing a request
to Morrow Sodali LLC at (800) 662-5200 (toll free) or by email
at BNIX.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release and oral statements made from
time to time by representatives of the Company may include
“forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact included in this press
release are forward-looking statements. When used in this press
release, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions, as they relate to the Company or its
management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of the
Company’s management, as well as assumptions made by, and
information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are qualified in their
entirety by this paragraph. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of
the Company’s registration statement and prospectus for the
Company’s initial public offering filed with the SEC. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
Contacts:
Bannix Acquisition CorporationDoug Davis,
CEO(323) 682-8949doug.davis@bannixacquisition.com
Bannix Acquisition (NASDAQ:BNIX)
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