United States securities and exchange commission logo
August 17, 2021
Subash Menon
Chief Executive Officer
Bannix Acquisition Corp.
300 Tice Boulevard; Suite 315
Woodcliff Lake, New Jersey 07677
Re: Bannix Acquisition
Corp.
Amendment No. 2 to
Registration
Statement on Form S-1
Filed August 3,
2021
File No. 333-253324
Dear Mr. Menon:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
28, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Summary
Private Placements, page 8
1. We note your revised
disclosure in response to prior comment 2. It appears that the
$3,300,000 aggregate
proceeds for the private placement units includes the conversion of
Mr. Yezhuvath's
$1,030,000 notes and loans in exchange for 205,000 units as well as the
forfeiture of the
$270,000 loan from Mr. Rao with no additional units issued. Please revise
your disclosures
throughout regarding your reference to "proceeds" from the private
placement to clarify
that the anchor investors have committed to "purchase" 125,000 units
for aggregate "cash"
proceeds of $2.0 million; that Mr. Yezhuvath will be "issued"
Subash Menon
Bannix Acquisition Corp.
August 17, 2021
Page 2
205,000 in exchange for notes and loans payable; and that Mr. Rao will
forfeit his
$270,000 loan.
The Offering
Private Placement Units, page 14
2. Similarly, you state on page 14 that the 205,000 units that will be
issued to Mr. Yezhuvath
are for the cancellation of the promissory notes and loans that he and
Mr. Rao have made
to the company in the aggregate of $1,300,000 (or $1,375,000 if the
over-allotment is
exercised). Please address the following as it relates to these
disclosures:
Revise to clarify that the 205,000 units will be issued in
exchange for the cancellation
of $1,030,000 notes and loans to Mr. Yezhuvath and separately
discuss the forfeiture
of Mr. Rao's $270,000 loan.
Reconcile your disclosure of the $1,375,000 promissory note and
loans to Mr.
Yezhuvath, if the over-allotment is fully exercised, with your
disclosures on page F-
12 and revise as necessary. In this regard, it appears that the
total amount due to Mr.
Yezhuvath, if the over-allotment is fully exercised, should be
$1,330,000.
Revise your disclosures on page 16 where you indicate that $1.6
million of loans will
be converted into private placement units to state that such
amount assumes the
underwriter's over-allotment is exercised and to also quantify
the portion of the
amount outstanding (as well as a portion of the available credit)
that will be forfeited
upon this offering.
Capitalization, page 62
3. Your pro forma as adjusted common stock assumes 4,045,296 shares are
subject to
redemption; however, the "common stock subject to redemption" line
items indicates
there are 3,870,926 shares subject to redemption. Please revise this
disclosure
inconsistency.
Financial Statements
Note 1. Organization and Business Operations, page F-7
FirstName LastNameSubash Menon
4. You disclose that the "sale" of 330,000 private placement units will be
at $10.00 per unit.
Comapany NameBannix
Please Acquisitionwith
revise for consistency Corp.
the added disclosure on page 8 and
the disclosure
revisions as requested
August 17, 2021 Page 2 in the above comments
FirstName LastName
Subash Menon
FirstName LastNameSubash
Bannix Acquisition Corp. Menon
Comapany
August 17, NameBannix
2021 Acquisition Corp.
August
Page 3 17, 2021 Page 3
FirstName LastName
You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449
or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at
(202) 551-3815 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology