FORWARD LOOKING STATEMENTS
Some statements contained in this Annual Report on Form 10-K (the “Form 10-K”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about:
The forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
part I
ITEM 1. BUSINESS
Introduction
Bannix Acquisition Corp. (“Bannix” or the “Company”) is a Delaware company incorporated on January 21, 2021 as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses.
The Company’s sponsors are Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath (“Yezhuvath”) and Seema Rao (“Rao”) (the “Sponsors”).
On September 14, 2021, we consummated our initial public offering (“IPO”) of 6,900,000 units at $10.00 per unit (the “Units”). The units sold included the full exercise of the underwriters’ over-allotment. Each Unit consists of one share of our common stock (the “Public Shares”), one redeemable warrant to purchase one share of our 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 our common stock upon the consummation of our initial business combination.
Simultaneously with the closing of the IPO and the over-allotment, we consummated the issuance of 406,000 private placement units (the “Private Placement Units”) as follows: we 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 our Sponsors in exchange for the cancellation of $1,105,000 in loans and a promissory note due to them. Each Private Placement Unit consists of one share of our common stock, one redeemable warrant to purchase one share of our 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 our common stock upon the consummation of our Business Combination. Our 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 our Business Combination.
Upon the closing of the initial public offering on September 14, 2021, a total of $69,690,000 of the net proceeds from the IPO, the Over-Allotment and the Private Placement were deposited in a trust account established for the benefit of our public stockholders.
As of December 31, 2021, a total of $69,691,502 including the net proceeds from the IPO and the Private Placement as well as income accrued since the date of the IPO was being held in a trust account established for the benefit of the Company’s public stockholders.
None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations until the earlier of (i) our consummation of our initial business combination, and then only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of our public shares if we are unable to consummate our initial business combination within 15 months of the closing of the IPO or up to 21 months if the time to complete the business combination is extended
General
We are a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses, which we refer to throughout this Form 10-K as our initial business combination. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although we intend to focus our search on businesses in the customer engagement sector of telecommunications, retail and financial services. We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.
Customer Engagement is the process of interacting with customers, either enterprise customers or consumers, through a variety of channels in order to strengthen relationships with them. Today, given the extremely high volume of interactions that take place in real time, customer engagement solutions utilize artificial intelligence/ machine learning and leverage big data to more effectively model and understand customer behavior, expectations and preferences. Such solutions drive revenue and better retention by enabling enterprises to more effectively communicate and interact with their customers through a superior digital experience. Today’s customer engagement solutions cover a wide variety of applications including communication and fulfillment. These are often implemented in omni-channel engagement models utilizing a variety of modes and touchpoints including customer relations management (“CRM”) platforms, web chat, social media, bots, instant messaging platforms, apps and customer self-service.
The sponsors of the Company have particular expertise with B2B2X models (“business to business to X”), where “X” represents any type of end user, either enterprises or consumers. Having successfully developed customer engagement solutions for telecom companies operating within a B2B2X paradigm, we believe the current landscape provides for tremendous opportunities to acquire similar companies across the retail and financial services sectors.
The customer engagement arena has been growing and evolving at a rapid pace over the past few years. Given its critical importance to enterprises, we expect the growth of the space to accelerate in years to come. COVID has also accelerated the speed of adoption of various customer engagement solutions by enterprises due to the increased need to digitally engage with customers. Accordingly, we expect a large number of private companies to need capital due to attractive acquisition opportunities. In addition, we see COVID as a long-term catalyst in accelerating the broader adoption of customer engagement solutions.
We intend to employ a proactive acquisition strategy focused on identifying potential business combination targets in our chosen space. Likely targets will include software companies operating within the overall customer engagement sector for various industry verticals. We believe strongly in our management team’s ability to add value from both an operating and a financing perspective, which has been a key driver of our past successes and which we believe will continue to be central to our differentiated acquisition strategy.
Our ideal target company: