Bannix Acquisition Corp. *

Bannix Acquisition Corp. *

Feb 19, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: VisionWave Technologies Inc.

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Bannix Acquisition Corp. proposes to combine with VisionWave Technologies Inc.

VisionWave offers tailored Cloud Solutions specifically for Small and Medium-Sized Businesses, focusing on Software as a Service (SaaS) delivery. Their suite includes integrated solutions for Financial Management, Project Management, CRM, and ERP. They prioritize customer satisfaction through service excellence from implementation to customization, along with ongoing support to match each business’s unique needs. VisionWave ensures clients have access to leading Cloud Solutions, complemented by top-notch onsite and offsite support and training, leveraging partnerships with other providers to bring cutting-edge technologies and experience across various industries.


EXTENSION – 9/10/24 – LINK

  • The SPAC approved the extension from September 14, 2024 to March 14, 2025.
    • 1,232,999 shares were redeemed.
    • An additional $0.05/Share per month will be deposited into the trust account.

TRANSACTION

  • In consideration for the Share Acquisition, the Company Shareholder will receive eighty-five million new shares of Common Stock.
  • The Business Combination is expected to close in the first quarter of 2025.

SPAC FUNDING

  • The Merger Agreement contemplates that Target 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.

LOCK-UP

  • Company
    • Not provided at this time.
  • Sponsor
    • 12 months from the Closing Date or if the share price equals or exceeds $12.00 at least 150 days after closing for 20/30 trading days.

NOTABLE CONDITIONS TO CLOSING

  • The SPAC having at least $5,000,001 of net tanglible assets immediately after the Closing.

NOTABLE CONDITIONS TO TERMINATION

  • By either Bannix or the Company if any of the closing conditions set forth in the Business Combination Agreement have not been satisfied or waived by September 14, 2024.
    • By either Bannix or Target if the Business Combination is not consummated by March 31, 2025
  • by the Company if Bannix or the Bannix Securities are no longer listed on the NASDAQ or another national securities exchange

ADVISORS

  • Company
    • Not provided at this time.
  • SPAC
    • Not provided at this time.

The below-announced combination was terminated on 3/12/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: EVIE Autonomous Group

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Bannix Acquisition Corp. proposes to combine with EVIE Autonomous Group.

Evie Autonomous Limited is a business incorporated in England & Wales based in Stoke-on -Trent. It was founded by Mr. Steven Lake who is involved in motorsport and has built several successful global businesses within the Tier 1 automotive supply chain to blue chip OEMs and includes supplying FIA and Nascar. EVIE Autonomous has the mission to accelerate the transformation from low level autonomy to safer, cleaner fully autonomous movement of people and goods. The EVIE Autonomous journey began five years ago in the R&D sector, producing complete systems at low-cost, and now is seeking to expand and grow globally, mile by self-driving mile.


EXTENSION – 3/12/24 – LINK

  • The SPAC approved the extension from March 14, 2024 to September 14, 2024.
    • 1,381,866 shares were redeemed.
    • $25K per month will be deposited into the trust account.

TRANSACTION

  • The acquisition by Bannix of all of the issued and outstanding share capital of the Company from the Company Shareholder in exchange for the issuance of 85,000,000 shares of common stock of Bannix.

SPAC FUNDING

  • No additional funding was mentioned at this time.

LOCK-UP

  • Company
    • Not provided at this time.
  • Sponsor
    • 12 months from the Closing Date or if the share price equals or exceeds $12.00 at least 150 days after closing for 20/30 trading days.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.
  • Bannix Shareholder approval is required.

NOTABLE CONDITIONS TO TERMINATION

  • By either Bannix or the Company if any of the closing conditions set forth in the Business Combination Agreement have not been satisfied or waived by December 31, 2023.
  • By the Company if Bannix or the Bannix Securities are no longer listed on the NASDAQ or another national securities exchange.

ADVISORS

  • Company
    • Not provided at this time.
  • SPAC
    • Not provided at this time.

LETTER OF INTENT – 4/21/23 – LINK

  • The SPAC entered into a Binding Letter of Intent with EVIE Autonomous Automotive Ltd, a U.K.-based autonomous vehicle technology company acquired from Aim Technologies Group by the well-known British automotive entrepreneur Steven Lake. 
  • Evie Autonomous Limited is a business incorporated in England & Wales based in Stoke-on -Trent. It was founded by Mr. Steven Lake who is involved in motorsport and has built several successful global businesses within the Tier 1 automotive supply chain to blue chip OEMs and includes supplying FIA and Nascar. EVIE Autonomous has the mission to accelerate the transformation from low level autonomy to safer, cleaner fully autonomous movement of people and goods. The EVIE Autonomous journey began five years ago in the R&D sector, producing complete systems at low-cost, and now is seeking to expand and grow globally, mile by self-driving mile.

EXTENSION – 3/13/23 – LINK

  • The SPAC approved the extension from March 14, 2023 to March 14, 2024.
    • 3,960,387 shares were redeemed.
    • $75K per month will be deposited into the trust account.

EXTENSION – 12/8/22 – LINK

  • The SPAC has provided the Company notice of its intent to extend the deadline by which the Company must complete a business combination by three months, from December 14, 2022 to March 14, 2023.
    • The Sponsor will deposit $690,000 into the trust account for such extension

SUBSEQUENT EVENT – 10/25/22 – LINK

  • Instant Fame LLC, a Nevada limited liability company, acquired an aggregate of 385,000 shares of common stock of Bannix Acquisition Corp. (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 that there will be certain changes to the Board of Directors.

MANAGEMENT & BOARD


Executive Officers

Subash Menon, 55 [Resigned 10/25/22]
Chairman of the Board of Directors and Chief Executive Officer

Mr. Menon is the Chief Executive Officer of Pelatro Plc, an AIM and LSE listed entity. Pelatro Plc offers campaign management and loyalty management solutions for telecommunication companies and these solutions are part of the overall Customer Engagement space within the telecom industry. At Pelatro, Mr. Menon is responsible for sales, marketing, finance, legal and investor relations. Prior to co-founding Pelatro in 2013, Mr. Menon had founded and led Subex Limited for 20 years (from 1992 to 2012). Mr. Menon successfully took Subex from startup stage, through an IPO to a company that generated revenue of over $110 million, with 200 customers across 80 countries. During that period, Subex completed several acquisitions of companies in the U.S., UK and Canada. Under Mr. Menon’s leadership, Subex achieved several milestones – the first software product company to list in India, the first Indian software company to acquire an overseas company and the first Indian company to use GDR as an instrument for acquisition. For the innovative achievements Mr. Menon achieved at Subex, he was named a “Mover & Shaker” in the Indian software industry. Subex also won the “NASSCOM Innovation Award” and “One of the 8 Most innovative Companies” award from NASSCOM. Mr. Menon has a graduate degree in Electrical Engineering from National Institute of Technology, Durgapur and is a Distinguished Alumnus. Mr. Menon has presented numerous papers on business at international fora.


Sudeesh Yezhuvath, 51 [Resigned 11/10/22]
Chief Operating Officer and Director

Mr. Yezhuvath is the Chief Operating Officer of Pelatro Plc, an AIM and LSE listed entity. Pelatro Plc offers campaign management and loyalty management solutions for telecommunication companies and these solutions are part of the overall Customer Engagement space within the telecom industry. At Pelatro, Mr. Yezhuvath is responsible for engineering, implementation, customer support, human resources and product management. Prior to co-founding Pelatro in 2013, Mr. Yezhuvath was the Chief Operating Officer of Subex Limited for 19 years (from 1993 to 2012). During his tenure at Subex and currently at Pelatro, Mr. Yezhuvath has completed acquisitions for which he was responsible for handling all post-acquisition integration activities. Mr. Yezhuvath is a graduate engineer from NSS College of Engineering in India and has presented numerous papers on technology at international fora.


Nicholos Hellyer, 58 [Resigned 10/25/22]
Chief Financial Officer

Mr. Hellyer is the Finance Director of Pelatro Plc and is responsible for all financial aspects of the IPO process, including historic reporting and IFRS conversion. Mr. Hellyer qualified as a Chartered Accountant with KPMG, London. Mr. Hellyer is a former Senior Investment Banker at UBS, HSBC, and Opus Corporate Finance. Nicholos has advised small and midcap companies in a broad range of transactions, including IPOs, fundraisings and M&A for growth and entrepreneurial companies. Mr. Hellyer has held non-executive director roles in companies quoted on the UK AIM and the Swedish Nasdaq First North markets. He graduated with First Class Honors in Geography and Geology from Kings College, London.


Douglas Davis, 64 [Appointed 10/25/22]
Chief Executive Officer and Co-Chairman

He is a seasoned executive with management experience across many areas including M&A, capital raising, sales and business development. Since 2001, Mr. Davis has served as the Managing Partner of CoBuilder, Inc., a consulting organization providing services for large and small corporate entities associated with increasing efficiencies, including increasing market penetration, revenues and profit; also, from 2008 to 2018, Mr. Davis served as the CEO of BitSpeed LLC, an extreme file transfer software solution. In addition, from July 2018 to April 2020 Mr. Davis served as the Chief Executive Officer of GBT Technologies, Inc. Mr. Davis received an AB Political Science from Stanford University and an MBA (Concentration in Finance and Strategic Management) from UCLA Anderson Graduate School of Management. Mr. Davis is a manager of Instant Fame LLC


Craig J. Marshak, 63 [Appointed 10/25/22]
Co-Chairman

He is Co-Founder of Moringa Acquisition since Feb 2021 to presence. . Mr. Marshak has a 25-year track record in investment banking, private equity and venture capital, in each case with a significant Israel-based focus. Since January 2010, Mr. Marshak has served as Managing Director at Israel Venture Partners, or IVP, a platform used by him and investment colleagues to identify opportunistic Israel based global growth enterprises. Previously, Mr. Marshak served as a Managing Director, and the Global Co-Head, of the Nomura Technology Investment Growth Fund, a merchant banking fund operated from within the London offices of Nomura Securities, focused on growth-stage and venture capital investments in Israel, Silicon Valley and North America. Prior to holding that position, he served as a Director, Investment Banking, in the Restructuring and International Corporate Finance and Cross-Border Capital Markets groups at Schroders, for both its New York and London offices. Mr. Marshak started his career at Morgan Stanley’s merchant banking division in New York. Mr. Marshak has played a principal role in many investments in Israeli companies, most notably (while at the Nomura Technology Investment Growth Fund) the first institutional round for Shopping.com (NASDAQ: SHOP) (which was sold to eBay, after its IPO) and organizing the first institutional round for CyberArk (NASDAQ: CYBR). He earned an A.B. in Political Science and Economics from Duke University, as well as a J.D. from Harvard Law School. From August 2016, Mr. Marshak serves as a director of Nukkleus Inc, which has announced a pending merger with Brilliant Acquisition SPAC. Nukkleus is a financial technology company whose shares are traded publicly in the U.S.


Board of Directors

Dr. Hossein Eslambolchi, 63 [Resigned 1/6/22]
Director

Dr. Eslambolchi is currently the Chairman and CEO of CyberFlow Analytics and 2020 Venture Partners, was Director of Clearwire Corporation from 2010 to 2013 and is on the board of directors for Hyperoffice. Dr. Eslambolchi also serves on the board of advisors to the University of California San Diego School Of Engineering, Allegis Capital VC, SquareZero, RainStor, Prodapt, Tickets48 and PureWave Networks and serves as a member of the board of trustees for the Shiraz University School of Medical Sciences in New York City. Dr. Eslambolchi is regarded in the scientific community as an expert in IP network design and reliability, security, IP technologies, services, IP applications and setting an industry vision for “the “Concept of One” and the “Concept of Zero,” which have been used to streamline production, as well as the “Concept of None”. Dr. Eslambolchi is also known in the industry for the “Eslambolchi Law of Complexity”. Dr. Eslambolchi joined AT&T Bell Laboratories in 1986 and rose to become global CTO and CIO, President and CEO of AT&T Labs and AT&T Global Network Services and was a 16b officer of the company as of 2001. He also served on AT&T’s governing Executive Committee. Dr. Eslambolchi completed BS, MS, Ph.D. and Post Doc degrees in Applied & Astro Physics along with MD in Neurosurgery with highest honors from University of California San Diego. Further, he holds over 1,000 patents worldwide; won “AT&T Fellow Award” in 1999, AT&T’s highest technical honor; won “Thomas Alva Edison Inventor of the Year Award” instituted by the New Jersey Inventors Hall of Fame in 1997 and 2013 and is among the Top 100 alumni in the history of the University of California San Diego.


Dr. Kumar Shiralagi, 58 [Resigned 2/14/22]
Director

Dr. Shiralagi has been an investment advisor in the venture capital/private equity space since 2003. He is a former Managing Director at Kalaari Capital Advisors in India and previously served as India country head and Director for Intel Capital’s investments in South Asia. Dr. Shiralagi played key roles as an investor and a board member for the investments made by Kalaari and Intel Capital. Previously, Dr. Shiralagi was a scientist at Motorola Research Laboratories in the field of high-speed devices, optoelectronics and nanotechnology, published over 60 papers in reputable journals and has 23 issued patents. After Dr. Shiralagi received his MBA from Thunderbird, he joined Mortorola Ventures where he began his career investing in technology companies . Dr. Shiralagi also co-founded and was the COO at Lytek Corporation, a manufacturer of surface emitting lasers based in Phoenix, Arizona. Dr. Shiralagi graduated in Electronics and Communications from National Institute of Technology, Surathkal and completed MS and PhD in Electrical Engineering from Arizona State University.


Subbanarasimhaiah Arun, — [Appointed 2/14/22] [Resigned 10/25/22]
Director

Mr. Arun term will begin on February 16, 2022. He is expected to be appointed to the Audit, Compensation and Corporate Governance Committees of the Board of Directors. He will be appointed as Chairman of the Compensation Committee. Mr. Arun is a lawyer and will qualify as an independent director.


Vishant Vora, 53[Resigned 10/25/22]
Director

Mr. Vora is a technology executive with over 30 years of experience in the telecom industry across the Americas, Europe and Asia and is currently the President of Global Operations and Managed Services at Mevenir with responsibility for global end-to-end business operations including network design, rollout and deployments, solutions and systems integration services, managed services and related strategic initiatives. Previously, Mr. Vora led the technological transformation at Vodafone Romania as the CTO helping to grow the subscriber base over 12 timesand was a member of the Vodafone Global Technology Board responsible for the technological direction and strategy for the Vodafone Group. As CTO of Vodafone Idea, India, Mr. Vora successfully integrated the networks and operations of Vodafone Idea, India into a global behemoth with over 300 million subscribers. At Vodafone Idea, India, Mr. Vora oversaw a budget of approximately $4.5 billion and lead a team of approximately 6,000 people. Mr. Vora also won the “CTO of the Year in India” award in 2014. Mr. Vora is an alumnus of the Harvard Business School where he completed the General Management Program in Business Administration and received his undergraduate degree in Electrical Engineering from Lawrence Technological University.


Balaji Venugopal Bhat, — [Appointed 1/6/22] [Resigned 10/25/22]
Director

Mr. Bhat is a qualified Chartered Accountant and will qualify as an independent director and an audit committee financial expert.


Jamal “Jamie” Khurshid, 46 [Appointed 10/25/22]
Co-Chairman

He served as an investment banker for over 20 years at Goldman Sachs, Credit Suisse and Royal Bank of Scotland before joining Cinnober Financial Technology, the world’s leading independent exchange and clearing house technology provider, as a senior partner where Mr. Khurshid served from 2013 to 2018. In 2018, Mr. Khurshid co-founded Digital RFQ, a leading digital payments service. From 2020 through 2021, Mr. Khurshid served as the COO of Droit Financial Technology, an enterprise technology firm. Since 2021, Mr. Khurshid joined Financial Strategies Acquisition Corp in June 2021 as Chief Executive Officer, subsequently resigning from the position in January 2022 remaining a director of the company. In August 2021 Mr Khurshid was appointed Chief Operating Officer at Nukkleus Inc, which has announced a pending merger with Brilliant Acquisition SPAC. Nukkleus is a financial technology company whose shares are traded publicly in the U.S. In September 2021 he co-founded, and is a director and Chairman of Jacobi Asset Management Holdings Limited in the United Kingdom and parent company of Jacobi Asset Management PCC Limited, an ETF issuer in Guernsey. In November 2021 he was appointed as Chief Operating Officer and Director of Caduceus Foundation, a blockchain technology company in Singapore. He is a Board member of 4Phyll Private Limited, a BioPlastics technology company in Singapore and Non-Executive Director for OneCycle Group, a chemical engineering technology provider in the UK. In 1997, Mr. Khurshid graduated from the University of Reading in the United Kingdom with second class honours as a Bachelor of Science in Environmental Science. Mr. Khurshid was voted by financial news as one of the top 40 under 40 in European trading and technology (2014) and ranked in the ‘Exchange invest’ Top 1000 most influential people in global financial markets in 2017.


Eric T. Shuss, 57 [Appointed 10/25/22]
Co-Chairman

He has extensive knowledge and expertise in growing and running high-tech companies, from start-ups to thriving ongoing ventures. Over his 35-year career, he has worked at mid-to-large companies as a Senior Industry Analyst, Managing Consultant, Director of Information Systems, Director of Operations, CEO, COO, Vice President, and President. These roles have been within high-profile businesses in AI and Robotics, I.T./ERP sales and consulting firms, high-tech manufacturers, Telecomm, retail operations, and distributors. Most recently, from May 2019 until present, Mr. Shuss has served as a Senior Industry Analyst for Avantiico representing the company in all customer and partner interactions for its professional services practice. Prior to his current role, Mr. Shuss, managed and owned a consulting business, Peryton Systems, from April 2016 to May 2019 which was an independent consulting firm engaged to facilitate the commercialization of innovative technologies in Artificial Intelligence, VR/AR, ERP, Supply Chain and Logistics. Mr. Shuss has also held various other roles including Senior Industry Analyst/Presales for Hitachi Corporation. Mr. Shuss is an author and futurist who serves on several advisory boards and has a keen understanding of technology and can see the big picture to find ways for people to access and benefit from technology, which is the key to his success. Mr. Shuss attended California State University Long Beach studying Computer Science.


Ned L. Siegel, 71 [Appointed 10/25/22]
Co-Chairman

He has had a long and distinguished career as a senior U.S. government official and businessman. He was appointed by then President George W. Bush as the U.S. Ambassador to the Commonwealth of the Bahamas from October 2007 to January 2009. He was also appointed by President Bush to serve under Ambassador John R. Bolton at the United Nations in New York, serving as the Senior Advisor to the U.S. Mission and as the U.S. representative to the 61st Session of the United Nations General Assembly. Prior to his ambassadorship, he was appointed to the Board of Directors of the Overseas Private Investment Corporation (OPIC) from 2003 to 2007. Appointed by then Governor Jeb Bush, he served as a Member of the Board of Directors of Enterprise Florida, Inc. (EFI) from 1999-2004. EFI is the state of Florida’s primary organization promoting statewide economic development through its public-private partnership. In addition to his public service, Ambassador Siegel has over 30 years of entrepreneurial successes. Presently, he serves as President of The Siegel Group, a multi-disciplined international business management advisory firm specializing in real estate, energy, utilities, infrastructure, financial services, oil and gas and cyber and secure technology. Ambassador Siegel also serves on the Board of Directors and Advisory Boards of other numerous public and private companies, and private equity groups. He graduated Phi Beta Kappa from the University of Connecticut in 1973 and received a juris doctorate from the Dickinson School of Law in 1976. In December 2014, he received an honorary degree of Doctor of Business Administration from the University of South Carolina. Mr. Siegel has previously served as a member of the Board of Directors of Healthwarehouse.com, Inc. from June 2013 to September 2016, and GBT Technologies Inc. from May 2017 to April 2000. Since July 2021 to presence Mr. Siegel serves as director with Worksport Ltd a public company, and since November 2021 to present on the board of LaRosa Holding Corp, currently in the process of IPO on NASDAQ. Ambassador Siegel received a BA from the University of Connecticut in 1973 and JD from the Dickinson School of Law in 1976. In December 2014, he received an honorary degree of Doctor of Business Administration from the University of South Carolina.