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 UNITED STATES

 SECURITIES AND EXCHANGE
COMMISSION

 Washington, D.C.
20549

 FORM 10-K

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended

 December 31, 2023

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period
from to

 (Exact Name of Registrant as Specified in its Charter)

 Delaware

 001-40790

 86-1626016

 (State or other jurisdiction of

incorporation)

 (Commission File Number)

 (I.R.S. Employer

Identification No.)

 300 Delaware Ave., Suite 210 # 301, Wilmington, DE

 19801

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's telephone number, including area code: 302 - 305-4790

 8265 West Sunset Suite #107, West Hollywood, Ca 90046

 (Former name or former address, if changed since last report)

 Securities registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934:

 Title of each class

 Trading
 Symbol(s)

 Name of each exchange on which registered

 Common Stock

 BNIX

 The Nasdaq Stock Market LLC

 Warrants

 BNIXW

 The Nasdaq Stock Market LLC

 Rights

 BNIXR

 The Nasdaq Stock Market LLC

the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes No

the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes No

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 No

 No

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 At June 30, 2023, the aggregate market value of the
Registrant's shares of common stock held by non-affiliates of the Registrant was $ 57,094,756, based upon the closing price of $10.45
of the Registrant's common stock as reported on the Nasdaq Stock Market.

 As of May 30, 2024, 4,081,747 shares
of common stock, par value $0.01 per share, were issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Annual Report on Form 10-K for the Year Ended
December 31, 2023

 ITEM 1.

 BUSINESS

 ITEM 1A

 RISK FACTORS

 ITEM 1B

 UNRESOLVED STAFF COMMENTS

 ITEM 1C

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 [RESERVED]

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K SUMMARY

 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:

 our ability to select an appropriate target business or businesses;

 our ability to complete our initial business combination;

 our expectations around the performance of the prospective target business or businesses;

 our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

 our potential ability to obtain additional financing to complete our initial business combination;

 our pool of prospective target businesses;

 the ability of our officers and directors to generate a number of potential acquisition opportunities;

 our public securities' liquidity and trading;

 the lack of a market for our securities;

 the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 the trust account not being subject to claims of third parties; or

 our financial performance following in the future.

 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.

 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 potentially
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 original
sponsors are Subash Menon and Sudeesh Yezhuvath (through their investment entity Bannix Management LLP), Suresh Yezhuvath ("Yezhuvath")
and Seema Rao ("Rao"). On October 20, 2022, pursuant to a Securities Purchase Agreement, Instant Fame LLC, a Nevada limited
liability company ("Instant"), acquired an aggregate of 385,000 shares of common stock of the Company from Bannix Management
LLP. As a result, Doug Davis and Roey Benjamin Schnapp are the Sponsors of the Company through their investment entity Instant (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.

 The
Company extended the deadline by which the Company must complete a business combination by three months, from December 14, 2022 to March
14, 2023. In order to fund the $690,000 deposit required to allow for such extension ("extension funds"), the Company has
obtained a loan from Instant evidenced by a non-interest-bearing promissory note that is payable only upon the consummation of a
business combination by the Company.

 As
approved by its stockholders at the Special Meeting of Stockholders of the Company held on March 8, 2023, the Company filed an amendment
to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on March 9, 2023 (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, 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.

 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year; Amendment to Investment Management Trust Agreement.

 As approved by its stockholders
at the Annual Meeting of Stockholders of the Company held on March 8, 2024 (the "2024 Annual Meeting"), the Company filed
an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on March 8, 2024 (the "March
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 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, Instant Fame, LLC, a Nevada limited liability company, upon five days' advance notice prior to the applicable deadline date, 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").

 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 in order to expand the methods that the Company may employ so as not to become subject to the "penny stock" rules of the United States Securities and Exchange Commission (the "NTA Amendment").

 Also, as previously disclosed,
if an Extension is implemented, the sponsor of Bannix, Sponsor or its designees will deposit into the trust account, as a loan, the lesser
of (x) $25,000 or (y) $0.05 per public share multiplied by the number of public shares outstanding (the "Contribution"), in
connection with each Extension.

 If
Bannix does not consummate an initial business combination by the Deadline Date, the Notes issued to the Sponsor will be repaid only from
funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven.

 As
approved by its stockholders at the Annual Meeting, on March 8, 2024, the Company and Continental Stock Transfer & Trust Company (the
"Trustee") entered into an amendment, dated March 8, 2024 (the "Trust Amendment") to the Investment Management
Trust Agreement, dated as of September 14, 2021, by and between the Company and the Trustee, as previously amended.

 As of December 31, 2023 and
2022, a total of $32,116,099 and $71,421,125, respectively, including the net proceeds from the IPO, the Private Placement and the extension
funds 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 by the Deadline Date.

 From
January 1, 2024 until the filing of this Form 10-K, the Company has deposited $225,000 in the trust account to extend the Deadline Date
to June 14, 2024.

 General

 We are a blank check company
formed as a Delaware corporation for the purpose of potentially 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.

 Evie
Group Business Combination (Terminated)

 On
April 17, 2023, the Company entered into a binding letter of intent (the "Letter of Intent") with Evie Autonomous Ltd. ("Evie
Autonomous"), and on May 8, 2023, Evie Autonomous Group Ltd ("Evie Group") became a successor entity for the proposed
Business Combination. On June 23, 2023, the Company, Evie Group, and the shareholder of the Evie Group ("Evie Group Shareholder"),
entered into a Business Combination Agreement (the "EVIE Agreement"), pursuant to which, subject to the satisfaction or waiver
of certain conditions precedent in the EVIE 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 pursuant to which Evie Group will become a direct wholly owned subsidiary of Bannix (collectively,
the "EVIE Transactions").

 On August 8, 2023, the Company
entered into a Patent Purchase Agreement ("PPA") with GBT Tokenize Corp. ("Tokenize"), which is 50% owned by GBT
Technologies Corp. ("GBT"), where GBT provided its consent, to acquire the entire right, title, and interest of the Patents.
The closing date of the PPA was set to be immediately following the closing of the EVIE Agreement. On March 11, 2024, Bannix sent EVIE
and the shareholder of EVIE a notice providing that the EVIE Agreement has been terminated ("BNIX EVIE Termination Letter").
As the PPA was contingent upon Bannix closing the acquisition of EVIE and due to the BNIX EVIE Termination Letter, on March 19, 2024 Bannix
and Tokenize agreed to terminate the PPA which was consented to by GBT.

 Visionwave Business Combination

 On March 26, 2024, the Company,
VisionWave Technologies Inc., a Nevada corporation ("VisionWave"), and the shareholders of VisionWave (the "VisionWave
Shareholder"), entered into a Business Combination Agreement (the "Business Combination Agreement"), pursuant to which,
subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, Bannix will acquire all of
the issued and outstanding share capital of VisionWave from the VisionWave Shareholders in exchange for the issuance of 3,000,000 shares
of common stock of Bannix, pursuant to which the Company will become a direct wholly owned subsidiary of Bannix (the "Share Acquisition")
and (b) the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents referred to therein (collectively,
the "Transactions").

 Even
though we are under contingent pending business combination, we intend to employ a proactive acquisition strategy focused on identifying
additional potential business combination to enhance the existing. We believe strongly in our management team's ability to add value
from both an operating and a financing perspective, which we believe will continue to be central to our differentiated acquisition strategy.

 Our Management and Business Strategy

 We will seek to create compelling stockholder value by leveraging the track
record, strong network, and complementary experience of our management team and sponsors, which includes experts in nearly all facets
of the telecommunications, retail and financial services sectors and strong expertise in investment management. Highlights of our team
are set forth in Item 10 of this report.

 Our Acquisition Process

 We believe that conducting comprehensive
due diligence on prospective investments is particularly important to achieve a successful business combination. We are utilizing the
diligence, rigor, and expertise of available resources of the network of our management team including the members of our board of directors
to evaluate potential targets' strengths, weaknesses, and opportunities to identify the relative risk and return profile of any
potential target for our initial business combination. Given our management team's extensive experience in evaluating investment
opportunities and conducting due diligence, we often be familiar with the prospective target's end-market, competitive landscape
and business model. We certainly engage third parties to assist us when needed although the expenses associated with any such third party
would only be paid with the funds held outside of the trust.

 In evaluating a prospective
target for an initial business combination, we expect to conduct a thorough diligence review that will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, financial analyses and technology reviews,
as well as a review of other information that will be made available to us.

 We are not prohibited from pursuing
an initial business combination with a company affiliated with our sponsors, our officers, or our directors, subject to certain approvals
and consents. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsors, officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is
a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") or an independent accounting firm that our initial
business combination is fair to us from a financial point of view.

 Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which
such officer or director is or will be required to present a business combination opportunity, subject to his or her fiduciary duties
under Delaware law. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such opportunity to such entity, subject to his or her fiduciary duties under Delaware law. Our amended and restated
certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless
such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity
is one, we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

 Our Sponsors, other investors
and our directors and an officer own founder shares and/or private placement units and, accordingly, may have a conflict of interest in
determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
Additionally, our Original Sponsors acquired founder shares for less than $0.01 per share; as a result, our Original Sponsors could make
a substantial profit after the initial business combination even if public investors experience substantial losses and, accordingly, may
have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our
initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a
particular business combination if the retention or resignation of any such officers and directors was included by a target business as
a condition to any agreement with respect to our initial business combination.

 Status as a public company

 We believe our structure makes
us an attractive business combination partner to target businesses. As an existing public company, we may offer a potential target business
an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners
of the target business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares
of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Further, we may contemplate issuing
other securities in a business combination such as issuing convertible promissory notes whereby the sellers of the target would have the
ability to convert such convertible promissory notes into shares of common stock our Company. We believe target businesses might find
this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. In a typical
initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not
be present to the same extent in connection with a business combination with us. Furthermore, once the business combination is potentially
consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters'
ability to complete the offering, as well as general market conditions, that could prevent the offering from occurring. Once public, we
believe the target business would then have greater access to capital and an additional means of providing management incentives consistent
with stockholders' interests than it would have as a privately held company. It can offer further benefits by augmenting a company's
profile among potential new customers and vendors and aid in attracting talented employees.

 While we believe that our status
as a public company makes us an attractive business partner, some potential target businesses may view the inherent limitations in our
status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with
a private company. These inherent limitations include limitations on our available financial resources, which may be inferior to those
of other entities pursuing the acquisition of similar target businesses; the requirement that we seek stockholder approval of a business
combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our
outstanding warrants, which may represent a source of future dilution.

 Acquisition Target Criteria

 We seek to identify companies
that have compelling market presence, growth potential and a combination of the characteristics listed below. We will use these criteria
and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business combination with a target business
that does not meet these criteria and guidelines. We intend to acquire companies or assets that we believe have the following attributes:

 Growth Potential: high growth history and future trajectory in revenue top line, above industry average

 Competitive Position: Leading or growing market share compared to peer group

 Management Team: Talented, highly motivated, experienced with strong execution track record.

 Profitability or visible path to profitability: Strong business economics and good operating results leading to profitability; and

 Operational Efficiency: Possibility to improve through introduction of processes. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

 Initial Business Combination

 We initially had 15 months from
the closing of our IPO to consummate our initial business combination (the "Deadline Date"). Instant deposited $690,000 to
extend the Deadline Date by an additional three months. On December 13, 2022, the Company issued an unsecured promissory note (the "Note")
in favor of Instant, in the principal amount of $690,000. The proceeds of the Note were utilized by the Company to obtain the first three-month
extension of the period for the Company to consummate a business combination. The Note does not bear interest and matures upon closing
of a business combination by the Company. If the Company fails to consummate a business combination, the outstanding debt under the Note
will be forgiven, except to the extent of any funds held outside of the Company's trust account after paying all other fees and
expenses of the Company. Our sponsors and affiliates or designees are not obligated to fund the trust account to extend the time for us
to complete our initial business combination.

 As
approved by its stockholders at the Special Meeting of Stockholders of the Company held on March 8, 2023, the stockholders approved an
extension of the Deadline Date by which the Company must (1) complete 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 included as part of the units sold in the Company's IPO 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, if requested by Instant, upon five days'
advance notice prior to the Deadline Date, until March 14, 2024, or a total of up to twelve (12) months after March 14, 2023 unless the
closing of a business combination shall have occurred prior thereto.

 As approved by its stockholders
at the Annual Meeting of Stockholders of the Company held on March 8, 2024 (the "Annual Meeting"), the Company to file an
amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on March 8, 2024 (the "March
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 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, Instant Fame, LLC, a Nevada limited liability company, upon five days' advance notice prior to the applicable deadline date, 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").

 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 in order to expand the methods that the Company may employ so as not to become subject to the "penny stock" rules of the United States Securities and Exchange Commission (the "NTA Amendment").

 Also, as previously disclosed,
if an Extension is implemented, the sponsor of Bannix, Sponsor or its designees will deposit into the trust account, as a loan, the lesser
of (x) $25,000 or (y) $0.05 per public share multiplied by the number of public shares outstanding (the "Contribution"), in
connection with each Extension.

 On May 15, 2024, the Board, at
the request of the Sponsor, determined to implement the fifteenth Extension and to extend the Deadline Date for an additional month to
June 14, 2024. The $25,000 for the fifteenth Extension was provided to the trust on May 15, 2024.

 As approved by its stockholders
at the Annual Meeting, on March 8, 2024, the Company and Continental Stock Transfer & Trust Company (the "Trustee") entered
into an amendment, dated March 8, 2024 (the "Trust Amendment") to the Investment Management Trust Agreement, dated as of September
14, 2021, by and between the Company and the Trustee, as previously amended.

 If
Bannix does not consummate an initial business combination by the Deadline Date, the Notes issued to the Sponsor will be repaid only from
funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven.

 If we are unable to consummate
our initial business combination within the applicable time period, we 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the rights and the
warrants will be worthless. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of
our independent directors.

 We anticipate structuring our
initial business combination so that the post-transaction company in which our public stockholders' own shares will own or acquire
substantially all of the equity interests or assets of the target business or businesses. We may, however, structure our 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 we 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, our 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 us in the business combination
transaction. For example, we could pursue a transaction in which we 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, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business
combination could own less than a majority of our outstanding shares subsequent to our 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.

 Investment Company Act

 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 us 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 initial public offering. 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 a company like
ours. Although we entered into a definitive business combination agreement within 18 months after the effective date of our registration
statement relating to our initial public offering, there is a risk that we may not complete our initial business combination within 24
months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment
company. If we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts
to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our 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. Currently, the funds in our trust account are held only in money market funds
investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
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. On or immediately prior to the 24-month anniversary of the effective date of our
registration statement relating to our initial public offering, we intend to review and assess our primary line of business and the value
of our investment securities as compared to the value of our total assets to determine whether we 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 we may be considered an unregistered
investment company. In the event we are deemed an investment company under the Investment Company Act, whether based upon our activities,
the investment of our funds, or as a result of the Proposed Rules being adopted by the SEC, we may determine that we are required to liquidate
the money market funds held in our trust account and may thereafter hold all funds in our trust account in cash until the earlier of consummation
of our business combination or liquidation. As a result, if we were to switch all funds to cash, we will likely receive minimal interest,
if any, on the funds held in our trust account after such time, which would reduce the dollar amount our public stockholders would receive
upon any redemption or liquidation of our Company.

 Sourcing of Potential Business Combination Targets

 We expect to receive a number
of proprietary transaction opportunities to originate as a result of the business relationships, direct outreach, and deal sourcing activities
from the network built up by our management team, including the members of our board of directors. We also anticipate that target business
candidates will be brought to our attention from various unaffiliated sources, including investment banking firms, consultants, accounting
firms, private equity groups, large business enterprises, and other market participants. These sources may also introduce us to target
businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the prospectus
in connection with our IPO and know what types of businesses we are targeting. Some of our officers and directors may enter into employment
or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of
any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate. In no event will our
sponsors or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder's fee, consulting
fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination
(regardless of the type of transaction that it is).

 We are not prohibited from pursuing
an initial business combination with a business combination target that is affiliated with our sponsors, officers or directors. In the
event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsors, officers
or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is
a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context. If any of our officers or directors becomes aware of
a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary
or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting
such business combination opportunity to us, subject to his or her fiduciary duties under Delaware law. As a result of these duties and
obligations, situations may arise in which business opportunities may be given to one or more of these other entities prior to being presented
to us.

 Lack of Business Diversification

 For an indefinite
period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future
performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities
in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of
being in a single line of business. In addition, we intend to focus our search for an initial business combination in a single industry.
By completing our business combination with only a single entity, our lack of diversification may:

 subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

 cause us to depend on the marketing and sale of a single product or limited number of products or services.

 Limited ability to evaluate the target's management team

 Although we intend to closely
scrutinize the management of a prospective target business when evaluating the desirability of effecting our business combination with
that business, our assessment of the target business' management may not prove to be correct. In addition, the future management
may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of
our management team including our board of directors, if any, in the target business cannot presently be stated with any certainty. While
it is possible that one or more of our directors will remain associated in some capacity with us following our business combination, it
is presently unknown if any of them will devote their full efforts to our affairs subsequent to our business combination. Moreover, we
cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the
particular target business. The determination as to whether any members of our board of directors will remain with the combined company
will be made at the time of our initial business combination.

 Following a business combination,
to the extent that we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the
target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have
the requisite skills, knowledge or experience necessary to enhance the incumbent management

 Stockholders may not have the ability to approve our initial business
combination

 We may conduct redemptions without
a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by law
or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons. Presented in the
table below is a graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is
currently required under Delaware law for each such transaction.

 Under Nasdaq's listing
rules, stockholder approval would be required for our initial business combination if, for example:

 we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding (other than in a public offering);

 any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more; or

 the issuance or potential issuance of common stock will result in our undergoing a change of control.

 Permitted purchases of our securities

 In
the event we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in
privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions
for any such transactions. None of the funds in the trust account will be used to purchase shares in such transactions. They will not
make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if
such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such
stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise
its redemption rights. We have adopted an insider trading policy which will require insiders to: (i) refrain from purchasing shares
during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear
all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant
to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size
of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan
or determine that such a plan is not necessary.

 In
the event that our initial stockholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions
from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to
revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender
offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under
the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules,
the purchasers will comply with such rules.

 The purpose of such purchases
would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder
approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have
a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would
otherwise not be met. This may result in the completion of our business combination that may not otherwise have been possible.

 In addition, if such purchases
are made, the public "float" of our common stock may be reduced and the number of beneficial holders of our securities may
be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.

 Our initial stockholders, officers,
directors and/or their affiliates anticipate that they may identify the stockholders with whom our initial stockholders, officers, directors
or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption
requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination. To the
extent that our initial stockholders, officers, directors, advisors or their affiliates enter into a private purchase, they would identify
and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust
account or vote against the business combination. Our initial stockholders, officers, directors, advisors or their affiliates will only
purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

 Any purchases by our initial
stockholders, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange
Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor
from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain
technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our initial stockholders,
officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2)
or Rule 10b-5 of the Exchange Act.

 Redemption rights for public stockholders upon completion of our initial
business combination

 We will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business
days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable)
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account
was initially anticipated to be approximately $10.95 per public share (subject to increase of up to an additional $25,000 per month in
the event that our sponsors elect to extend the period of time to consummate a business combination, as set forth in the Extension Amendment).
The per share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the fee payable
to I-Bankers pursuant to the business combination marketing agreement. Our Sponsors, officers and directors have entered into
a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and
any public shares they may hold in connection with the completion of our business combination, although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within the prescribed time frame.

 Manner of Conducting Redemptions

 We will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination
either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender
offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will
be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the
terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq
rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where
we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated
certificate of incorporation requires stockholder approval. We may conduct redemptions without a stockholder vote pursuant to the tender
offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement or we choose to seek stockholder
approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we would be required
to comply with such rules.

 If a stockholder vote is not
required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated
certificate of incorporation:

 conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

 file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

 Upon the public announcement
of our initial business combination, we or our initial stockholders will terminate any plan established in accordance with Rule 10b5-1 to
purchase shares of our common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with
Rule 14e-5 under the Exchange Act.

 In the event we conduct
redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with
Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration
of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified
number of public shares which are not purchased by our initial stockholders, which number will be based on the requirement that we may
not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and
after the consummation of our initial business combination (so that we are not subject to the SEC's "penny stock" rules)
or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial
business combination.

 If, however, stockholder approval
of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business
or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

 conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

 file proxy materials with the SEC.

 In the event that we seek stockholder
approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders
with the redemption rights described above upon completion of the initial business combination.

 If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding
capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled
to vote at such meeting. Our sponsors, executive officers and directors will count toward this quorum and have agreed to vote their founder
shares and any public shares purchased during or after the IPO in favor of our initial business combination. These quorums and voting
thresholds, and the voting agreements of our sponsors, executive officers and directors may make it more likely that we will consummate
our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for
or against the proposed transaction. In addition, our sponsors, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the
completion of a business combination.

 Redemptions of our public shares
may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business
combination. For example, the proposed 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 proposed business combination. In the event the aggregate cash consideration
we 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 proposed business combination exceed the aggregate amount of cash available to us, we 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.

 Limitation on redemption upon completion of our initial business combination
if we seek stockholder approval

 Notwithstanding the foregoing,
if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group"
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares.
We believe this restriction will discourage stockholders from accumulating large blocks of shares,

 and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us, our initial stockholders
or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent
this provision, a public stockholder holding an aggregate of 15% or more of the shares sold in the IPO and Over-Allotment could threaten
to exercise its redemption rights if such holder's shares are not purchased by us, our initial stockholders or our management at
a premium to the then-current market price or on other undesirable terms. By limiting our stockholders' ability to redeem to less
than 15% of the shares sold in the IPO and Over-Allotment, we believe we will limit the ability of a small group of stockholders to unreasonably
attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target
that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting
our stockholders' ability to vote all of their shares (including Excess Shares) for or against our business combination.

 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 new U.S.
federal 1% 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.
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.

 Tendering stock certificates in connection with a tender offer or redemption
rights

 We may require our public stockholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to either
tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up
to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,
or to deliver their shares to the transfer agent electronically using Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian)
System, at the holder's option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public
shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such
delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close
of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period,
it is advisable for stockholders to use electronic delivery of their public shares.

 There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer
agent will typically charge the tendering broker and it would be up to the broker whether or not to pass the cost on to the redeeming
holder. However, the fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender
their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery
must be effectuated.

 The foregoing is different from
the procedures used by some blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the stockholders' vote on an initial business combination, and a
holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an "option window"
after the completion of the business combination during which he or she could monitor the price of the company's stock in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit
before the stockholder meeting, would become "option" rights surviving past the completion of the business combination until
the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that
a redeeming holder's election to redeem is irrevocable once the business combination is approved.

 Any request to redeem such shares,
once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting
set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with
an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder
may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to
be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our
initial business combination.

 If our initial business combination
is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.

 Redemption of public shares and liquidation if no initial business combination

 We initially had 15 months from
the closing of our IPO to consummate our initial business combination (the "Deadline Date"). Instant deposited $690,000 to
extend the Deadline Date by an additional three months. On December 13, 2022, the Company issued an unsecured promissory note (the "Note")
in favor of Instant, in the principal amount of $690,000. The proceeds of the Note were utilized by the Company to obtain the first three-month
extension of the period for the Company to consummate a business combination. The Note does not bear interest and matures upon closing
of a business combination by the Company. If the Company fails to consummate a business combination, the outstanding debt under the Note
will be forgiven, except to the extent of any funds held outside of the Company's trust account after paying all other fees and
expenses of the Company. Our sponsors and affiliates or designees are not obligated to fund the trust account to extend the time for us
to complete our initial business combination.

 As approved by its stockholders
at the Special Meeting of Stockholders of the Company held on March 8, 2023, the stockholders approved an extension of the Deadline Date
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, if requested by Instant, upon five days' advance notice prior to the Deadline Date, until March 14, 2024, or a total of up
to twelve (12) months after March 14, 2023 unless the closing of a business combination shall have occurred prior thereto. As approved
by its stockholders at the Annual Meeting of Stockholders of the Company held on March 8, 2024 (the "Annual Meeting"), the
stockholders approved a further extension of the Deadline Date 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, Instant Fame, LLC, a Nevada limited liability company, upon five days' advance notice prior to the applicable deadline
date, until September 14, 2024, or a total of up to six (6) months after March 14, 2024.

 Our initial stockholders have
agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination pursuant to the Extension Amendment. However, if our initial stockholders acquire public shares in or
after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail
to complete our initial business combination prior to the Extension.

 Our sponsors, officers and directors
have agreed, pursuant to a written letter agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation that would affect (i) the substance or timing of our obligation to redeem 100% of our public shares if we do not
complete our initial business combination within the Extension or (ii) with respect to any other provision relating to stockholders'
rights or pre-business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of
common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding
public shares.

 We expect that all costs and
expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
out of the proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the
extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us
an additional amount of such accrued interest to pay those costs and expenses.

 If we were to expend all of
the net proceeds of the IPO and the private placement, other than the proceeds deposited in the trust account, and without taking into
account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would
be approximately $10.95 (subject to increase of up to an additional $25,000 per month in the event that our sponsors elect to extend the
period of time to consummate a business combination as set forth in the Extension Amendment). The proceeds deposited in the trust account
could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.
We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than
$10.95. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make
provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before
we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you
that we will have funds sufficient to pay or provide for all creditors' claims.

 Although we will seek to have
all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders,
there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from
bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other
similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect
to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving
such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will
only enter into an agreement with a third party that has not executed a waiver if management believes that such third party's engagement
would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsors have agreed
that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective
target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to
below (i) $10.95 (subject to increase of up to an additional $25,000 per month in the event that our sponsors elect to extend the period
of time to consummate a business combination as set forth in the Extension Amendment) or (ii) such lesser amount per public share
held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each
case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver
of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO
against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable
against a third party, then our sponsors will not be responsible to the extent of any liability for such third-party claims. We have not
asked our sponsors to reserve for such indemnification obligations, and our sponsors' only assets are securities of our company.
Therefore, we cannot assure you that our sponsors would be able to satisfy those obligations. We believe the likelihood of our sponsors
having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well
as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust
account.

 In the event that the proceeds
in the trust account are reduced below (i) $10.95 per public share or (ii) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the
amount of interest which may be withdrawn to pay taxes, and our sponsors assert that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our sponsors to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsors to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you
that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.95
per share.

 We will seek to reduce the possibility
that our sponsors will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers,
prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to monies held in the trust account. Our sponsors will also not be liable as to any claims under our indemnity
of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

 Under the DGCL, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination by the Deadline Date may be considered a liquidation distribution under Delaware law.
If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable
provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against
the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150 day waiting
period before any liquidated distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any
liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem
our public shares as soon as is reasonable as of the Extension from the closing of the IPO in the event we do not complete a business
combination and, therefore, we do not intend to comply with those procedures.

 Because we will not be complying
with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will
provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent
10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching
for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers,
etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will
seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.

 As a result of this obligation,
the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability
extending to the trust account is remote. Further, our sponsors may be liable only to the extent necessary to ensure that the amounts
in the trust account are not reduced below (i) $10.95 per public share or (ii) such lesser amount per public share held in the trust
account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the
amount of interest withdrawn to pay taxes, and will not be liable as to any claims under our indemnity of the underwriters of against
certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable
against a third party, our sponsors will not be responsible to the extent of any liability for such third-party claims.

 If we file a bankruptcy petition
or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject
to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to
return $10.95 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy
court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims
of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure
you that claims will not be brought against us for these reasons.

 Our public stockholders will
be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the completion of our initial business
combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended
and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete our initial business combination within the Extension or (B) with respect to any other provision relating to
stockholders' rights or pre-business combination activity, and (iii) the redemption of all of our public shares if
we are unable to complete our initial business combination within the Extension. In no other circumstances will a stockholder have any
right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business
combination, a stockholder's voting in connection with the business combination alone will not result in a stockholder's redeeming
its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights
described above.

 Amended and Restated Certificate of Incorporation

 Our amended and restated certificate
of incorporation contains certain requirements and restrictions relating to the IPO that apply to us until the consummation of our initial
business combination. If we seek to amend any provisions of our amended and restated certificate of incorporation relating to stockholders'
rights or pre-business combination activity, we will provide dissenting public stockholders with the opportunity to redeem their
public shares in connection with any such vote. Specifically, our amended and restated certificate of incorporation provides, among other
things, that:

 prior to the consummation of our initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide our public stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein;

 if our initial business combination is not consummated within the Extension, then our existence will terminate and we will distribute all amounts in the trust account; and

 prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

 These provisions cannot be amended
without the approval of holders of 65% of our common stock. In the event we seek stockholder approval in connection with our initial business
combination, our amended and restated certificate of incorporation provides that we may consummate our initial business combination only
if approved by a majority of the shares of common stock voted by our stockholders at a duly held stockholders meeting.

 Competition

 In identifying, evaluating and
selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business
objective similar to ours, including other blank check companies, private equity groups, venture capital funds leveraged buyout funds,
and operating businesses seeking strategic acquisitions. Many of these entities are well established and have significant experience identifying
and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, the requirement that,
so long as our securities are listed on Nasdaq, we acquire a target business or businesses having a fair market value equal to at least
80% of the value of the trust account (less certain advisory fees to I-Bankers and taxes payable on interest earned and less any
interest earned thereon that is released to us for taxes) at the time of the agreement to enter into the business combination, our obligation
to pay cash in connection with our public stockholders who exercise their redemption rights, and our outstanding rights and warrants and
the potential future dilution they represent, may not be viewed favorably by certain target businesses. Any of these factors may place
us at a competitive disadvantage in successfully negotiating our initial business combination.

 Employees

 We currently have two officers,
our Chief Executive Officer, who serves as Co-Chairman and Chief Executive Officer, and our Chief Financial Officer. These individuals
are not obligated to devote any specific number of hours to our matters but intend to devote as much of their time as they deem necessary
to our affairs until we have completed our initial business combination. The amount of time to be devoted in any time period will vary
based on whether a target business has been selected for our initial business combination and the stage of the business combination process
we are in. We do not intend to have any full-time employees prior to the consummation of our initial business combination.

 ITEM 1A. RISK FACTORS

 This Annual Report contains forward-looking information
based on our current expectations. You should carefully consider the risks and uncertainties described below together with all of the
other information contained in this Annual Report, including our financial statements and the related notes appearing at the end of this
Annual Report, before deciding whether to invest in our securities. If any of the following events occur, our business, financial condition
and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment. Such risks include, but are not limited to, the following:

 RISK FACTORS SUMMARY

Our independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern."

 Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

 If we seek stockholder approval of our initial business combination, our sponsors, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholder's vote.

 Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

 The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

 The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

 The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

 The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our stockholders.

 We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

 As the number of special purpose acquisition companies evaluating target businesses increases, attractive target businesses may become scarcer and there may be more competition for attractive target businesses. This could increase the cost of our initial business combination and could even result in our inability to find a target business or to consummate an initial business combination.

 Changes in the market for directors' and officers' liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

 If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

 If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of stockholders are deemed to hold 15% or more of our common stock, you will lose the ability to redeem all such shares equal to or in excess of 15% of our common stock.

 We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

 We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsors, executive officers and directors which may raise potential conflicts of interest.

 We will likely only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

 Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

 Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us following our initial business combination and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 Since our initial stockholders, including our sponsors, executive officers and directors, will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

 We are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

 Our initial stockholders paid an aggregate of $14,375, or approximately $0.01 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

 Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

 Our independent registered public accounting firm's report contains
an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern."

 As of December 31, 2023, we had $232,278 of cash
and a working capital deficiency of $3,701,077. Further, we have incurred and expect to continue to incur significant costs in pursuit
of our acquisition plans. Management's plans to address this need for capital through this offering are discussed in the section
of this prospectus titled "Management's Discussion and Analysis of Financial Condition and Results of Operations." Our
plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial
doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this annual report do not include
any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern.

 Our public stockholders may not be afforded an
opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate
in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support
such a combination.

 We may not hold a stockholder vote to approve our
initial business combination unless the business combination would require stockholder approval under applicable state law or the rules
of Nasdaq or if we decide to hold a stockholder vote for business or other reasons. For instance, the Nasdaq rules currently allow us
to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking
to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were
structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval
of such business combination. However, except for as required by law, the decision as to whether we will seek stockholder approval of
a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in
our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek stockholder approval. Even if we seek stockholder approval, the holders of our founder shares will
participate in the vote on such approval. Accordingly, we may consummate our initial business combination even if holders of a majority
of the outstanding public shares of our common stock do not approve of the business combination we consummate.

 If we seek stockholder approval of our initial business combination,
our sponsors, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholder's
vote.

 Unlike many other blank check companies in which the
initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in
connection with an initial business combination, our initial stockholders have agreed to vote their founder shares, as well as any public
shares purchased during or after this offering, in favor of our initial business combination. Our initial stockholders will own approximately
61.84% of our outstanding shares of common stock immediately following the completion of this offering. As a result, as of May 30, 2024,
in addition to the founder shares and the shares underlying the private placement units, we would not need any of the 1,557,747 public
shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial
business combination approved (assuming the underwriters' over-allotment option is not exercised). In addition, in the event that
our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders, we would
need even fewer public shares (if any) to be voted in favor of our initial business combination to have such transaction approved.

 Accordingly, if we seek stockholder approval of our
initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if our
initial stockholders agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.

 Your only opportunity to affect the investment decision regarding a
potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder
approval of the business combination.

 At the time of your investment in us, you may not
be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our board of directors
may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to
vote on the business combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval, your only
opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption
rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public
stockholders in which we describe our initial business combination.

 The ability of our public stockholders to redeem their shares for cash
may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into
a business combination with a target.

 We may seek to enter into a business combination transaction
agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result,
would not be able to proceed with the business combination.

 The ability of our public stockholders to exercise redemption rights
with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital
structure.

 At the time we enter into an agreement for our initial
business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our business combination
agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount
of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third
party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure
the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional
third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The amount
of the fee payable to I-Bankers pursuant to the terms of the business combination marketing agreement will not be adjusted for
any shares that are redeemed in connection with an initial business combination. The above considerations may limit our ability to complete
the most desirable business combination available to us or optimize our capital structure, or may incentivize us to structure a transaction
whereby we issue shares to new investors and not to sellers of target businesses.

 The ability of our public stockholders to exercise redemption rights
with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your stock.

 If our initial business combination agreement requires
us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful,
you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate
liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro
rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit
of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

 The requirement that we complete our initial business combination within
the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease
our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine
our ability to complete our business combination on terms that would produce value for our stockholders.

 Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must complete our initial business combination by March 14,
2024, which may be extended six times on a monthly basis through September 14, 2024 and presently has been extended through June 14, 2024.
Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete
our initial business combination with that particular target business, we may be unable to complete our initial business combination with
any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time
to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.

 Our sponsors may decide not to extend the term we have to consummate
our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem
our public shares and liquidate, and the rights and the warrants will be worthless.

 We will have until March 14, 2024, which may be extended
six times on a monthly basis through September 14, 2024 to consummate our initial business combination and presently has been extended
through June 14, 2024. In order to initiate the monthly extensions, our Sponsor or its designee has agreed to advance to us as loans for
deposit into the Trust Account the needed monthly amounts equal to the lesser of (x) $25000 and (y) $0.05 for each share outstanding.
Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans
have not yet been negotiated. Consequently, such loans might not be made on the terms described in this prospectus. Our sponsors and their
affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.
If we are unable to consummate our initial business combination within the applicable time period, we will, promptly 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
our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our 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.

 We may not be able to complete our initial business combination within
the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public
shares and liquidate.

 We must complete our initial business combination
by the Deadline Date. We may not be able to find a suitable target business and complete our initial business combination within such
time period. If we have not completed our initial business combination within such time period, we will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.

 If we seek stockholder approval of our initial business combination,
our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares from public stockholders,
which may influence a vote on a proposed business combination and reduce the public "float" of our common stock.

 If we seek stockholder approval of our initial business
combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our initial
stockholders, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or
in the open market either prior to or following the completion of our initial business combination, although they are under no obligation
to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares
is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial stockholders,
directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders
who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections
to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase
the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a
target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears
that such requirement would otherwise not be met. This may result in the completion of a business combination that may not otherwise have
been possible.

 In addition, if such purchases are made, the public
"float" of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult
to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

 If a stockholder fails to receive notice of our offer to redeem our
public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares
may not be redeemed.

 We will comply with the tender offer rules or proxy
rules, as applicable, when conducting redemptions in connection with our business combination. Despite our compliance with these rules,
if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity
to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our
public shares in connection with our initial business combination will describe the various procedures that must be complied with in order
to validly tender or redeem public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be
redeemed.

 You will not be entitled to protections normally afforded to investors
of many other blank check companies.

 We may be deemed to be a "blank check"
company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000, we are exempt from
rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded
the benefits or protections of those rules. Among other things, this means our units and the underlying securities and we will have a
longer period of time to complete our business combination than do companies subject to Rule 419. Moreover, if this offering were subject
to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the
funds in the trust account were released to us in connection with our completion of an initial business combination.

 If we seek stockholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a "group" of stockholders are deemed to
hold 15% or more of our common stock, you will lose the ability to redeem all such shares equal to or in excess of 15% of our common stock.

 If we seek stockholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the
Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the shares sold in this
offering, which we refer to as the "Excess Shares." However, we would not be restricting our stockholders' ability to
vote all of their shares (including Excess Shares) for or against our business combination. Your inability to redeem the Excess Shares
will reduce your influence over our ability to complete our business combination and you could suffer a material loss on your investment
in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect
to the Excess Shares if we complete our business combination. And as a result, you will continue to hold that number of shares equal to
or exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially
at a loss.

 Because of our limited resources and the significant competition for
business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to
complete our initial business combination, our public stockholders may receive only approximately $10.95 per share, on our redemption,
and our rights and warrants will expire worthless.

 We expect to encounter intense competition from other
entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net
proceeds of this offering and the sale of the private placement units, our ability to compete with respect to the acquisition of certain
target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, if we are obligated to pay cash for the shares of
common stock redeemed and, in the event, we seek stockholder approval of our business combination, we make purchases of our common stock,
the resources available to us for our initial business combination will potentially be reduced. Any of these obligations may place us
at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination,
our public stockholders may receive only approximately $10.95 per share on the liquidation of our trust account and our rights and warrants
will expire worthless.

 If the net proceeds of the IPO offering and the sale of the private
placement units not being held in the trust account are insufficient to allow us to operate through the Deadline Date, we may be unable
to complete our initial business combination.

 The funds available to us outside of the trust account
may not be sufficient to allow us to operate through the Deadline Date following the closing of this offering, assuming that our initial
business combination is not completed during that time. Of the funds available to us, we could use a portion of the funds available to
us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment
or to fund a" no-shop" provision (a provision in letters of intent designed to keep target businesses from "shopping"
around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed
business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for
the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our
breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target
business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.95
per share on the liquidation of our trust account and our rights and warrants will expire worthless.

 If the proceeds held in the trust account are insufficient, it could
limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we
will depend on loans from our initial stockholders or management team to fund our search, to pay our taxes and to complete our business
combination.

 Only portion of the net proceeds in the Trust Account
will be available to us initially outside the trust account to fund our working capital requirements. If we are required to seek additional
capital, we would need to borrow funds from our initial stockholders, management team or other third parties to operate or may be forced
to liquidate. None of our initial stockholders, members of our management team or any of their affiliates is under any obligation to advance
funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released
to us upon completion of our initial business combination. Up to $1,500,000 of such working capital loans may be convertible into private
placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such warrants would be identical to the private
placement units, including as to exercise price, exercisability and exercise period of the underlying warrants. We do not expect to seek
loans from parties other than our initial stockholders or an affiliate of our initial stockholders as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we
are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to
cease operations and liquidate the trust account.

 Consequently, our public stockholders may only receive
approximately $10.95 per share on our redemption of our public shares, and our rights and warrants will expire worthless.

 We may seek acquisition opportunities in companies that may be outside
of our management's areas of expertise.

 We will consider a business combination outside of
our management's areas of expertise if a business combination candidate is presented to us and we determine that such candidate
offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our
management's expertise, our management's expertise may not be directly applicable to its evaluation or operation, and the
information contained in this prospectus regarding the areas of our management's expertise would not be relevant to an understanding
of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant
risk factors. Accordingly, any stockholders who choose to remain stockholders following our business combination could suffer a reduction
in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or
if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating
to the business combination contained an actionable material misstatement or material omission.

 Although we have identified general criteria and guidelines that we
believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that
does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.

 Although we have identified general criteria and guidelines
for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination
will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some
or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general
criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria
and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any
closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder
approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may
be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general
criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately
$10.95 per share on the liquidation of our trust account and our rights and warrants will expire worthless.

 We are not required to obtain an opinion from an independent investment
banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price
we are paying for the business is fair to our company from a financial point of view.

 Unless we complete our business combination with an
affiliated entity, or our board of directors cannot independently determine the fair market value of the target business or businesses,
we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent
accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained,
our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally
accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials,
as applicable, related to our initial business combination.

 Resources could be wasted in researching acquisitions that are not completed,
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to
complete our initial business combination, our public stockholders may receive only approximately $10.95 per share on the liquidation
of our trust account and our rights and warrants will expire worthless.

 We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a
specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to
complete our initial business combination, our public stockholders may receive only approximately $10.95 per share on the liquidation
of our trust account and our rights and warrants will expire worthless.

 We may have a limited ability to assess the management of a prospective
target business and, as a result, may effect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.

 When evaluating the desirability of effecting our
initial business combination with a prospective target business, our ability to assess the target business' management may be limited
due to a lack of time, resources or information. Our assessment of the capabilities of the target's management, therefore, may prove
to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target's management
not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination
business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the business combination
could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless
they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary
duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or
proxy statement relating to the business combination contained an actionable material misstatement or material omission.

 The officers and directors of an acquisition candidate
may resign upon completion of our initial business combination. The departure of a business combination target's key personnel could
negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate's key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate's management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

 We may engage in a business combination with one or more target businesses
that have relationships with entities that may be affiliated with our sponsors, executive officers and directors which may raise potential
conflicts of interest.

 In light of the involvement of our sponsors, executive
officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsors, executive officers
and directors. Our directors also serve as officers and board members for other entities, including, without limitation, those described
under "Management — Conflicts of Interest." Such entities may compete with us for business combination opportunities.
Our sponsors, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination
with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with
any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities,
we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth
in "Proposed Business — Effecting our initial business combination — Selection of a target business and structuring
of our initial business combination" and such transaction was approved by a majority of our disinterested directors. Despite our
agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting
firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international
businesses affiliated with our executive officers or directors, potential conflicts of interest still may exist and, as a result, the
terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

 We will likely only be able to complete one business combination with
the proceeds of this offering and the sale of the private placement units, which will cause us to be solely dependent on a single business
which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

 We may effectuate our initial business combination
with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial
business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory
risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses,
unlike other entities which may have the resources to complete several business combinations in different industries or different areas
of a single industry. Accordingly, the prospects for our success may be:

 solely dependent upon the performance of a single business, property or asset, or

 dependent upon the development or market acceptance of a single or limited number of products, processes or services.

 This lack of diversification may subject us to numerous
economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in
which we may operate subsequent to our initial business combination.

 We may attempt to simultaneously complete business combinations with
multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs
and risks that could negatively impact our operations and profitability.

 If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

 Our management may not be able to maintain control of a target business
after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will
possess the skills, qualifications or abilities necessary to profitably operate such business.

 We may structure our initial business combination
so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets
of a target business, but we 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 us not to
be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not
meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior
to the business combination may collectively own a minority interest in the post business combination company, depending on valuations
ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a
substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target. In this case, we would
acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our
stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent
to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or
group obtaining a larger share of the company's stock than we initially acquired. Accordingly, this may make it more likely that
our management will not be able to maintain our control of the target business.

 We may be unable to obtain additional financing to complete our initial
business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular
business combination.

 Although we believe that the net proceeds of this
offering and the sale of the private placement units will be sufficient to allow us to complete our initial business combination, because
we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction.
If the net proceeds of this offering and the sale of the private placement units prove to be insufficient, either because of the size
of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase
for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or
the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek
additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable
terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. In addition, even if we do not need additional financing to complete our business combination, we may require such
financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse
effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide
any financing to us in connection with or after our business combination. If we are unable to complete our initial business combination,
our public stockholders may only receive approximately $10.95 per share on the liquidation of our trust account, and our rights and warrants
will expire worthless.

 Because we must furnish our stockholders with target business financial
statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

 The federal proxy rules require that a proxy statement
with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or
not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be
reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting
standards depending on the circumstances and the historical financial statements may be required to be audited in accordance with the
standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit
the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time
for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within
the prescribed time frame.

 As the number of special purpose acquisition companies
evaluating target businesses increases, attractive target businesses may become scarcer and there may be more competition for attractive
target businesses. This could increase the cost of our initial business combination and could even result in our inability to
find a target business or to consummate an initial business combination.

 In recent years, the number of special purpose acquisition
companies that have been formed has increased substantially. Many potential target businesses for special purpose acquisition companies
have already entered into an initial business combination, and there are still many companies preparing for an initial public offering.
As a result, at times, fewer attractive target businesses may be available to consummate an initial business combination. In
addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with
available target businesses, the competition for available target businesses with attractive fundamentals or business models may
increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for
other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed
to close business combinations or operate target businesses post-business combination. This could increase the cost of, delay or
otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our
inability to consummate an initial business combination on terms favorable to our investors altogether.

 Changes in the market for directors and officers'
liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

 In recent months, the market for directors'
and officers' liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering
quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of
such policies have generally become less favorable. There can be no assurance that these trends will not continue. The increased cost
and decreased availability of directors and officers' liability insurance could make it more difficult and more expensive for us
to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as
a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable
terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the
post-business combination's ability to attract and retain qualified officers and directors.

 In addition, even after we were to complete an initial
business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged
to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business
combination entity may need to purchase additional insurance with respect to any such claims ("run-off insurance"). The need
for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability
to consummate an initial business combination on terms favorable to our investors.

 Risks Relating to the Post-Business Combination Company

 Subsequent to the completion of our initial business combination, we
may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

 Even if we conduct extensive due diligence on a target
business with which we combine, we cannot assure you that this diligence will surface all material issues that may be present inside a
particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that
factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced
to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result
in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known
risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items
and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which
we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination
debt financing. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction
in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully
claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or
if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating
to the business combination contained an actionable material misstatement or material omission.

 Because we are not limited to a particular industry or any specific
target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular
target business' operations.

 Although we expect to focus our search for a target
business on entities in the customer engagement sector of the telecommunications, retail and financial services industries, we may seek
to complete a business combination with an operating company in any industry or sector. However, we will not, under our amended and restated
certificate of incorporation, be permitted to effectuate our business combination with another blank check company or similar company
with nominal operations. Because we have not yet identified or approached any specific target business with respect to a business combination,
there is no basis to evaluate the possible merits or risks of any particular target business' operations, results of operations,
cash flows, liquidity, financial condition or prospects. To the extent we complete our business combination, we may be affected by numerous
risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an
entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of
a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent
in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or
that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us
with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that
an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were
available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders following the business combination
could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless
they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary
duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or
proxy statement relating to the business combination contained an actionable material misstatement or material omission.

 We may issue notes or other debt securities, or otherwise incur substantial
debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the
value of our stockholders' investment in us.

 Although we have no commitments as of the date of
this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose
to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless
we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account.
As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless,
the incurrence of debt could have a variety of negative effects, including:

 default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

 our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

 our inability to pay dividends on our common stock;

 using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

 limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

 If we effect our initial business combination with a company with operations
or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

 If we effect our initial
business combination with a company with operations or opportunities outside of the United States, we would be subject to any special
considerations or risks associated with companies operating in an international setting, including any of the following:

 higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

 rules and regulations regarding currency redemption;

 laws governing the manner in which future business combinations may be effected;

 tariffs and trade barriers;

 regulations related to customs and import/export matters;

 local or regional economic policies and market conditions;

 unexpected changes in regulatory requirements;

 longer payment cycles;

 tax issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency fluctuations and exchange controls;

 rates of inflation;

 challenges in collecting accounts receivable;

 cultural and language differences;

 employment regulations;

 underdeveloped or unpredictable legal or regulatory systems;

 corruption;

 protection of intellectual property;

 social unrest, crime, strikes, riots, civil disturbances, regime changes, political upheaval, terrorist attacks, natural disasters and wars;

 deterioration of political relations with the United States; and

 government appropriation of assets.

 We may not be able to adequately address these additional risks. If we
were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

 Risks Relating to our Management Team

 Past performance by our management team may not be indicative of future
performance of an investment in us.

 Information regarding performance by, or businesses
associated with, our management team is presented for informational purposes only. Any past experience and performance of our management
team is not a guarantee either: (a) that we will be able to successfully identify a suitable candidate for our initial business combination;
or (b) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record
of our management team's performance as indicative of the future performance of an investment in us or the returns we will, or are
likely to, generate going forward.

 We are dependent upon our executive officers and directors and their
departure could adversely affect our ability to operate.

 Our operations are dependent upon a relatively small
group of individuals. We believe that our success depends on the continued service of our executive officers and directors, at least until
we have completed our business combination. In addition, our executive officers and directors are not required to commit any specified
amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities,
including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement
with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of
one or more of our directors or executive officers could have a detrimental effect on us.

 Our ability to successfully effect our initial business combination
and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our
initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.

 Our ability to successfully effect our initial business
combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot
presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions
following our initial business combination, it is likely that some or all of the management of the target business will remain in place.
While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our
assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company
regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

 Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation
following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular
business combination is the most advantageous.

 Our key personnel may be able to remain with the company
after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection
with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and
could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. The personal and financial interests of such individuals may influence
their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us
after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will
proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after
the completion of our business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory
positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial
business combination.

 Our executive officers and directors will allocate their time to other
businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of
interest could have a negative impact on our ability to complete our initial business combination.

 Our executive officers and directors are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for
which he may be entitled to substantial compensation and our executive officers are not obligated to contribute any specific number of
hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive
officers' and directors' other business affairs require them to devote substantial amounts of time to such affairs in excess
of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our
ability to complete our initial business combination.

 Certain of our executive officers and directors are now, and all of
them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us
following our initial business combination and, accordingly, may have conflicts of interest in determining to which entity a particular
business opportunity should be presented.

 Our executive officers and directors are, or may in
the future become, affiliated with entities that are engaged in business activities similar to those intended to be conducted by us following
our initial business combination.

 Our officers and directors also may become aware of
business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual
duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation
to us. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered
to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue.

 Our executive officers, directors, security holders and their respective
affiliates may have competitive pecuniary interests that conflict with our interests.

 We have not adopted a policy that expressly prohibits
our executive officers, directors, security holders and their respective affiliates from having a direct or indirect pecuniary or financial
interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact,
we may enter into a business combination with a target business that is affiliated with our directors or executive officers, although
we do not currently intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account
in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests
and ours.

 Since our initial stockholders, including our sponsors, executive officers
and directors, will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may
arise in determining whether a particular business combination target is appropriate for our initial business combination.

 Certain members of our management team also have a
financial interest in our sponsors. The founder shares held by our initial stockholders and Instant will be worthless if we do not
complete an initial business combination. All of the foregoing securities will be worthless if we do not consummate our initial business
combination. The personal and financial interests of our sponsors, executive officers and directors may influence their motivation in
identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the
business following the initial business combination. This risk may become more acute as the Deadline Date nears, which is the deadline
for our completion of an initial business combination.

 Additionally, our sponsor acquired founder shares
for $0.01 per share and we sold units at a price of $10.00 per unit in the offering; as a result, our sponsor could make a substantial
profit after the initial business combination even if public investors experience substantial losses and, accordingly, may have a conflict
of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business
combination.

 In addition, we may obtain loans
from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our officers and directors
may influence their motivation in identifying and selecting a target business combination, completing an initial business combination
and influencing the operation of the business following the initial business combination.

 Since our sponsors, executive officers and directors will not be eligible
to be reimbursed for their out-of-pocket expenses if our business combination is not completed, a conflict of interest may arise
in determining whether a particular business combination target is appropriate for our initial business combination.

 At the closing of our initial business combination,
our sponsors, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with
activities on our behalf. These financial interests of our sponsors, executive officers and directors, may influence their motivation
in identifying and selecting a target business combination and completing an initial business combination.

 Risks Relating to Our Securities

 You will not have any rights or interests in funds from the trust account,
except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, rights
or warrants, potentially at a loss.

 Our public stockholders will be entitled to receive
funds from the trust account only upon the earliest to occur of: (i) the completion of our initial business combination, (ii) the
redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate
of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination by the Deadline Date or (B) with respect to any other provision relating to stockholders'
rights or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete
our business combination by the Deadline Date, subject to applicable law and as further described herein. Stockholders who do not exercise
their rights to the funds in connection with an amendment to our certificate of incorporation would still have rights to the funds in
connection with a subsequent business combination. In no other circumstances will a public stockholder have any right or interest of any
kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, rights or warrants,
potentially at a loss.

 Nasdaq may delist our securities from trading on its exchange, which
could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

 We cannot assure you that our securities will be,
or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. On
April 25, 2024, the Company received a notice (the "Notice") from Nasdaq stating that because the Company has not yet filed
its Company's Annual Report on Form 10-K for the year ended December 31, 2023, the Company is no longer in compliance with Nasdaq
Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and
Exchange Commission (the "SEC"). We expect that the filing of this Annual Report will resolve this issue. In order
to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution
and stock price levels. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance
with Nasdaq's initial listing requirements, which are more rigorous than Nasdaq's continued listing requirements, in order
to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least
$4.00 per share. We cannot assure you that we will be able to meet those initial listing requirements at that time.

 If Nasdaq delists our securities from trading on its
exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted
on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

 a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 a limited amount of news and analyst coverage; and

 a decreased ability to issue additional securities or obtain additional financing in the future.

 If third parties bring claims against us, the proceeds held in the trust
account could be reduced and the per-share redemption amount received by stockholders may be less than $10.95 per share.

 Our placing of funds in the trust account may not
protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target
businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements,
or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited
to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust
account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management
will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed
a waiver if management believes that such third party's engagement would be significantly more beneficial to us than any alternative.
We are not aware of any product or service providers who have not or will not provide such waiver other than the underwriters of this
offering.

 Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to
complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our business
combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within
the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less
than the $10.95 per share initially held in the trust account, due to claims of such creditors. Our sponsors have agreed that it will
be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business
with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.95
per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust
account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except
as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any
claims under indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsors will not be responsible
to the extent of any liability for such third-party claims. We have not asked our sponsors to reserve for such indemnification obligations,
and our sponsors' only assets are securities of our company. Therefore, we cannot assure you that our sponsors would be able to
satisfy those obligations.

 A provision of our warrant agreement may make it more difficult for
us to consummate an initial business combination.

 If (x) we issue additional shares of common stock
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue
price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined
in good faith by our board of directors and, in the case of any such issuance to our sponsors or their affiliates, without taking into
account any founder shares held by our sponsors or their affiliates, as applicable, prior to such issuance) (the "newly issued price"),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination on the date of the completion of our initial business combination (net of
redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on
the trading day prior to the day on which we complete our initial business combination (such price, the "Market Value") is
below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of
the Market Value and the newly issued price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent)
to be equal to 180% of the higher of the Market Value and the newly issued price. This may make it more difficult for us to consummate
an initial business combination with a target business.

 Our warrants are expected to be accounted for as a warrant liability
and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse
effect on the market price of our common stock or may make it more difficult for us to consummate an initial business combination.

 We currently have warrants to purchase 6,900,000 shares
of common stock presently outstanding. We expect to account for these as a warrant liability and will record at fair value upon issuance
and any change in fair value each period will be reported in earnings as determined by us based upon a valuation report obtained from
our third-party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our
common stock. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted
for as warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

 Our directors may decide not to enforce the indemnification obligations
of our sponsors, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

 In the event that the proceeds in the trust account
are reduced below the lesser of (i) $10.95 per share or (ii) other than due to the failure to obtain a waiver from a vendor waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders,
such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the
value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsors assert that it is unable
to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would
determine whether to take legal action against our sponsors to enforce its indemnification obligations. While we currently expect that
our independent directors would take legal action on our behalf against our sponsors to enforce its indemnification obligations to us,
it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available
for distribution to our public stockholders may be reduced below $10.95 per share.

 If, after we distribute the proceeds in the trust account to our public
stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy
court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties
to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

 If, after we distribute the proceeds in the trust
account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover
all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our
creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders
from the trust account prior to addressing the claims of creditors.

 Each of our warrant agreement and rights agreement
will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole
and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants and holders of our rights,
which could limit the ability of warrant holders and right holders to obtain a favorable judicial forum for disputes with our company.

 Each of our warrant agreement
and rights agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement or the rights agreement, as applicable, including under the Securities Act, will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably
submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

 Notwithstanding the foregoing,
these provisions of the warrant agreement and the rights agreement will not apply to suits brought to enforce any liability or duty created
by the Securities Act, the Exchange Act or any other claim for which the federal district courts of the United States of America are the
sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants or rights, as applicable,
shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement or rights agreement, as applicable.
If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement or rights agreement, as applicable,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York
(for purposes of this subsection, a "foreign action") in the name of any holder of our warrants or rights, as applicable,
such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of
New York in connection with any action brought in any such court to enforce the forum provisions (for purposes of this subsection, an
"enforcement action"), and (y) having service of process made upon such warrant holder or right holder, as applicable in any
such enforcement action by service upon such warrant holder's counsel or right holder's counsel, as applicable, in the foreign
action as agent for such warrant holder or right holder, as applicable.

 These choice-of-forum provisions
may limit the ability of warrant holders and right holders to bring a claim in a judicial forum that such holders find favorable for disputes
with our company, which may discourage such lawsuits. Alternatively, if a court were to find the choice-of-forum provision in our warrant
agreement or rights agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings,
we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect
our business, financial condition and results of operations and result in a diversion of the time and resources of our management and
board of directors.

 If, before distributing the proceeds in the trust account to our public
stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims
of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise
be received by our stockholders in connection with our liquidation may be reduced.

 If, before distributing the proceeds in the trust
account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims
deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our
liquidation may be reduced.

 Our stockholders may be held liable for claims by third parties against
us to the extent of distributions received by them upon redemption of their shares.

 Under the DGCL, stockholders may be held liable for
claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of
our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our
initial business combination by the Deadline Date may be considered a liquidation distribution under Delaware law. If a corporation complies
with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims
against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period
during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser
of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder
would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably
possible following the Deadline Date from the closing of this offering in the event we do not complete our business combination and, therefore,
we do not intend to comply with those procedures.

 Because we will not be complying with Section 280,
Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment
of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution.
However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective
target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or
prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.
We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could
potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public
stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 15 months
(or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination, as described
in more detail in this prospectus) from the closing of this offering is not considered a liquidation distribution under Delaware law and
such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or
due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for
claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation
distribution.

 We are not registering the shares of common stock issuable upon exercise
of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an
investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis
and potentially causing such warrants to expire worthless.

 We are not registering the shares of common
stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the
terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 30 business days after the
closing of our initial business combination, we will use our reasonable best efforts to file, and within 90 business days after the
closing of our initial business combination, to have declared effective, a registration statement relating to the common stock
issuable upon exercise of the warrants, and to maintain a current prospectus relating to such shares of common stock until the
expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to
do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the
registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or
correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities
Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the
exercising holder or an exemption from registration is available. Notwithstanding the above, if our common stock is at the time of
any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered
security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who
exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act
and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our
best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no
event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in
the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws. If
the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or
qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and
expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit
purchase price solely for the shares of common stock included in the units. We may not redeem the warrants when a holder may not
exercise such warrants. However, there may be instances in which holders of our public warrants may be unable to exercise such
public warrants but holders of our private warrants may be able to exercise such private warrants.

 The grant of registration rights to our initial stockholders and holders
of our private placement units may make it more difficult to complete our initial business combination, and the future exercise of such
rights may adversely affect the market price of our common stock.

 Pursuant to an agreement to be entered into concurrently
with the issuance and sale of the securities in this offering, our initial stockholders and their permitted transferees can demand that
we register their shares of our common stock at the time of our initial business combination. In addition, holders of our private placement
units and their permitted transferees can demand that we register the private placement units, the component securities and the shares
of common stock issuable upon exercise of the private placement warrants, and holders of securities that may be issued upon conversion
of working capital loans may demand that we register such warrants or the common stock issuable upon exercise of such warrants. We will
bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading
in the public market may have an adverse effect on the market price of our common stock. In addition, the existence of the registration
rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target
business may increase the equity stake, they seek in the combined entity or ask for more cash consideration to offset the negative impact
on the market price of our common stock that is expected when the common stock owned by our initial stockholders, holders of our private
placement units or holders of our working capital loans or their respective permitted transferees are registered.

 We may issue additional shares of common stock or preferred stock to
complete our initial business combination or under an employee incentive plan after completion of our initial business combination, and
any such issuances would dilute the interest of our stockholders and likely present other risks.

 Our amended and restated certificate of incorporation authorizes the issuance
of up to 100,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of undesignated preferred stock, par value
$0.01 per share. As of May 30, 2024, there are 95,918,253 authorized but unissued shares of common stock available for issuance, including
1,437,500 treasury shares, which amount takes into account shares of common stock reserved for issuance upon exercise of outstanding warrants and
the conversion of rights. Immediately after this offering, there will be no shares of preferred stock issued and outstanding.

 We may issue a substantial number of additional shares
of common stock, and may issue shares of preferred stock, in order to complete our initial business combination or under an employee incentive
plan after completion of our initial business combination (although our amended and restated certificate of incorporation provides that
we may not issue securities that can vote with common stockholders on matters related to our pre-business combination activity).
However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business combination,
we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account
or (ii) vote on any initial business combination. These provisions of our amended and restated certificate of incorporation, like
all provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote. However, our sponsors,
executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our
amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with respect
to any other provision relating to stockholders' rights or pre-business combination activity, unless we provide our public
stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of
taxes payable), divided by the number of then outstanding public shares. The issuance of additional shares of common or preferred stock:

 may significantly dilute the equity interest of investors in this offering;

 may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

 could cause a change in control if a substantial number of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

 may adversely affect prevailing market prices for our units, common stock, rights and/or warrants.

 In order to effectuate an initial business combination, blank check
companies have, in the recent past, amended various provisions of their charters and modified governing instruments. We cannot assure
you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will
make it easier for us to complete our initial business combination that our stockholders may not support.

 In order to effectuate a business combination, blank
check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example,
blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time period
in which the company must consummate its initial business combination. We cannot assure you that we will not seek to amend our charter
or governing instruments in order to effectuate our initial business combination.

 Certain agreements related to this offering may be amended without stockholder
approval.

 Certain agreements, including the underwriting agreement
relating to this offering, the investment management trust agreement between us and Continental Stock Transfer & Trust Company,
the letter agreements and the registration rights agreement among us and our sponsors, executive officers and directors, the administrative
services agreement between us and our sponsors, and the business combination marketing agreement may be amended without stockholder approval.
These agreements contain various provisions that our public stockholders might deem to be material. While we do not expect our board of
directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board
of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any
such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect
on the value of an investment in our securities.

 Our initial stockholders control a substantial interest in us and thus
may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

 Upon the closing of this offering, our initial stockholders
will own 20% of our issued and outstanding shares of common stock (excluding the Representative's shares and assuming they do not
purchase units in this offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially
in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval of major
corporate transactions. If our initial stockholders purchase any units in this offering or additional shares of common stock in the aftermarket
or in privately negotiated transactions, this would increase their influence.

 We may amend the terms of the rights and warrants in a manner that may
be adverse to holders of the rights or public warrants with the approval by the holders of at least 65% of the then outstanding rights
or public warrants, respectively.

 Our rights will be issued in registered form under
a rights agreement, and our warrants will be issued in registered form under a warrant agreement, each between Continental Stock Transfer &
Trust Company, as rights or warrant agent as applicable, and us. Each of the rights agreement and the warrant agreement provides that
the terms of the rights or warrants, as applicable, may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, but requires the approval by the holders of at least 65% of the then outstanding rights or public warrants, as
applicable, to make any change that adversely affects the interests of the registered holders of the rights or public warrants, as applicable.
Accordingly, we may amend the terms of the rights or the public warrants in a manner adverse to a holder if holders of at least 65% of
the then outstanding rights or public warrants, as applicable, approve of such amendment. Although our ability to amend the terms of the
rights or public warrants with the consent of at least 65% of the then holders of such securities is unlimited, examples of such amendments
could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number
of shares of our common stock purchasable upon exercise of a warrant.

 We may redeem your unexpired warrants prior to their exercise at a time
that is disadvantageous to you, thereby making your warrants worthless.

 We have the ability to redeem outstanding warrants
at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported
sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending
on the third trading day prior to the date we send the notice of redemption to the warrant holders. We may not redeem the warrants when
a holder may not exercise such warrants. Redemption of the outstanding warrants could force you (i) to exercise your warrants and
pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current
market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time
the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of
the private placement warrants included within the private placement units will be redeemable by us so long as they are held by their
initial purchasers or their permitted transferees.

 Our rights and warrants may have an adverse effect on the market price
of our common stock and make it more difficult to effectuate our initial business combination.

 As of May 30, 2024, there are rights to receive 6,900,000
shares of our common stock upon the consummation of our initial business combination and warrants to purchase 6,900,000 shares of our
common stock. To the extent we issue shares of common stock to effectuate a business combination, the potential for the issuance of a
substantial number of additional shares of common stock upon conversion of the rights and/or exercise of these warrants could make us
a less attractive acquisition vehicle to a target business. Such rights and warrants, if and when converted or exercised, would increase
the number of issued and outstanding shares of our common stock and reduce the value of the shares of common stock issued to complete
the business combination. Therefore, our rights and warrants may make it more difficult to effectuate a business combination or increase
the cost of acquiring the target business.

 Provisions in our amended and restated certificate of incorporation
and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common
stock and could entrench management.

 Our amended and restated certificate of incorporation
contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These
provisions include the ability of the board of directors to designate the terms of and issue new series of preferred stock, which may
make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing
market prices for our securities.

 We are also subject to anti-takeover provisions under
Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management
and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

 Provisions in our amended and restated certificate of incorporation
and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

 Our amended and restated certificate of incorporation
requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought
on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to
us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any
provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against
us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the
State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or
forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If an action
is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder's
counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types
of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the
provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed
to have waived our compliance with federal securities laws and the rules and regulations thereunder.

 Notwithstanding the foregoing, our amended and restated
certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability
created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the
application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against
our directors and officers.

 General Risks

 We are a newly formed company with no operating history and no revenues,
and you have no basis on which to evaluate our ability to achieve our business objective.

 We are a newly formed company with no operating results,
and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis
upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target
businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and
may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate
any operating revenues.

 If we are deemed to be an investment company under the Investment Company
Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult
for us to complete our business combination.

 If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including, without limitation, restrictions on the nature of our investments,
and restrictions on the issuance of our securities, each of which may make it difficult for us to complete our business combination. In
addition, we may have imposed upon us burdensome requirements, including, without limitation, registration as an investment company; adoption
of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and other rules and
regulations.

 In order not to be regulated as an investment company
under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or
trading "investment securities" constituting more than 40% of our total assets (exclusive of U.S. government securities and
cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate
the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

 We do not believe that our anticipated principal activities
will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in United States
government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and
meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be
restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated
under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate a business combination.
If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.46 per share
on the liquidation of our trust account and our rights and warrants will expire worthless.

 Changes in laws or regulations, or a failure to comply with any laws
and regulations, may adversely affect our business, investments and results of operations.

 We are subject to laws and regulations enacted by
national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements.
Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations
and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our
business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted
and applied, could have a material adverse effect on our business and results of operations.

 There is currently no market for our securities and a market for our
securities may not develop, which would adversely affect the liquidity and price of our securities.

 There is currently no market for our securities. Stockholders
therefore have no access to information about prior market history on which to base their investment decision. Following this offering,
the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.
Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable
to sell your securities unless a market can be established and sustained.

 We are an emerging growth company within the meaning of the Securities
Act, and we intend to take advantage of certain exemptions from disclosure requirements available to emerging growth companies, which
could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

 We are an "emerging growth company" within
the meaning of the Securities Act, as modified by the JOBS Act, and we intend to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result,
our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to
five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held
by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an
emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive
because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,
the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.

 Compliance obligations under the Sarbanes-Oxley Act may make it more
difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase
the time and costs of completing an acquisition.

 Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending
December 31, 2023. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to
comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public
accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes
compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because
a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 We have identified a material weakness in our internal control over
financial reporting relating to our accounting for complex financial instruments and the failure to properly design the financial closing
and reporting process to record, review and monitor compliance with generally accepted accounting principles for transactions on a timely
basis as of December 31, 2023. If we are unable to develop and maintain an effective system of internal control over financial reporting,
we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us
and materially and adversely affect our business and operating results.

 Regarding the restatement
to the Form 10-K for the year ended December 31, 2021 and the Form 10-Q for the quarter ended March 31, 2022 (the "Restatements"),
the Company's management further evaluated the warrants under Accounting Standards Codification ("ASC") Subtopic 815-40,
Contracts in Entity's Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked
financial instruments, including warrants and states that a warrant may be classified as a component of equity only if, among other things,
the warrant is indexed to the issuer's common stock. Based on management's evaluation, the Company's audit committee,
in consultation with management, concluded that the Company's Public Warrants are indexed to the Company's common stock. As
a result, the Company should have classified the Public Warrants as a component of equity in its previously issued financial statements.
Additionally, the Company evaluated the impacts of the transfer of shares to Anchor Investors and other investors. The transfer of shares
to the Anchor Investors and other investors were valued as of the grant date and that value was allocated to the offering costs of the
Company. Associated with the reclassification of the Public Warrants to equity and the valuation of the Anchor Investor and other investor
shares, the allocation of offering costs was re-allocated. Additionally, we had a misstatement in our prepaid expense, income and franchise
taxes and legal fees. As a result, the Company's management, together with the Audit Committee, determined that the Restatements
were to be filed.

 A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected and corrected on a timely basis.

 Effective internal controls are necessary for us to provide reliable financial
reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming
and costly and there is no assurance that these initiatives will ultimately have the intended effects. As a result of the above, as of
December 31, 2023 we continue to have material weakness in our internal control over financial reporting.

 If we identify any new material weaknesses in the future, any such newly
identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result
in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities
law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors
may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we
have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

 ITEM 1B. UNRESOLVED STAFF
COMMENTS

 Not applicable.

 ITEM
 1C. CYBERSECURITY

 Cybersecurity and Data Privacy Risks

 We are subject to cybersecurity and data privacy risks. Cyberattacks and
security vulnerabilities could lead to increased costs, liability claims, or harm to our competitive position.

 Cybersecurity Risks

 Our operations and the operations of our and partners involve the storage,
transmission, and processing of third parties' and our data, including personal, confidential, or proprietary information. This
data is subject to privacy and security laws, regulations, and customer-imposed controls. Cybercriminals use a variety of methods to exploit
potential vulnerabilities in our systems, products, and services. Sophisticated attacks could result in unauthorized access, loss, misuse,
disclosure, modification, or destruction of this data.

 We are committed to protecting our third parties' and our data. Despite
efforts, our systems, products, and services remain vulnerable to attacks.

 Data Privacy

 Data privacy issues are becoming increasingly significant due to the rapidly
changing legal and regulatory landscape. Compliance with global and local data privacy laws requires ongoing investment in our information
technology and employee training, and will continue to impact our business.

 Governance and Oversight

 We should have a formal risk management program that addresses cybersecurity
and data privacy risks. This program should include regular reporting to our senior management and Board of Directors, who provide oversight
and direction. We have not established an enterprise risk management framework to assess and prioritize these risks.

 Incident Response

 We maintain an incident response plan that includes policies and procedures
for notifying affected third parties and complying with applicable laws.

 Investments in Cybersecurity

 We will continually invest in our cybersecurity capabilities to protect
our assets and those of our third parties. This potentially will include investment in advanced threat detection, encryption, and other
security measures.

 Recent Cybersecurity Incidents

 During the last fiscal year, we did not experienced cybersecurity incidents.

 ITEM 2. PROPERTIES

 We currently maintain our virtual
executive offices at 300 Delaware Ave., Suite 210 # 301, Wilmington, DE 19801 (our prior virtual offices were held at 8265 West Sunset
Blvd., Suite # 107, West Hollywood, CA 90046). Our virtual executive offices are provided to us by our Sponsors. On September 10, 2021,
we agreed to pay our initial Sponsors a total of $5,000 per month for office space, utilities and secretarial and administrative support.
Upon completion of the initial Business Combination or the Company's liquidation, it will cease paying these monthly fees. We consider
our current virtual office space adequate for our current operations.

 ITEM 3. LEGAL PROCEEDINGS

 We may be subject to legal proceedings,
investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation
or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure
that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

 ITEM 4.
MINE SAFETY DISCLOSURES

 Not Applicable.

 ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our units began to trade on
The Nasdaq Capital Market, or Nasdaq, under the symbol "BNIXU" on September 10, 2021. The shares of common stock, warrants
and rights comprising the units began separate trading on Nasdaq on October 28, 2021, under the symbols "BNIX", "BNIXW"
and "BNIXR", respectively. Upon separation, the units no longer trade.

 Holders of Record

 As
of May 30, 2024, there were 4,081,747 (5,519,247 outstanding less 1,437,500
shares classified as treasury stock, where 1,557,747 of it subject to possible redemption) of our shares of common stock issued and outstanding
held by eighteen stockholders of record. The number of record holders was determined from the records of our transfer agent and does not
include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered
clearing agencies.

 Dividends

 We have not paid any cash dividends
on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the
discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any,
for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable
future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the
foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we
may agree to in connection therewith.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 None.

 Use of Proceeds

 On September 14, 2021, Bannix
consummated its initial public offering (the "IPO") of 6,900,000 units (the "Units") which included the full exercise
of the over-allotment option to purchase 900,000 Units, each Unit consisting of one share of common stock of the Company, par value $0.01
per share (the "Common Stock"), one redeemable warrant to purchase one share of Common Stock for $11.50 ("Warrant")
and one right to acquire one-tenth of one share of Common Stock.

 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. In connection with the vote on the Extension Amendment at the Special Meeting on March 8,
2023, stockholders holding a total of 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, $41,077,189 (approximately $10.37201 per share)
was removed from the Company's trust account to pay such holders. Following redemptions, the Company will have 5,463,613 shares
outstanding.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM 6. [RESERVED]

 Not applicable

 ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion should
be read in conjunction with our financial statements and related notes included elsewhere in this report. In addition to historical information,
this discussion includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially
from management's expectations. See "Forward-Looking Statements" included in this report.

 References
to "we", "us", "our" or the "Company" are to Bannix Acquisition Corp., except where the
context requires otherwise. The following discussion should be read in conjunction with our financial statements and related notes thereto
included elsewhere in this report.

 Cautionary Note Regarding
Forward-Looking Statements

 This
Annual Report on Form 10-K includes 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 (the "Exchange Act"). We have based these forward-looking
statements on our current expectations and projections about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking
statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should,"
"could," "would," "expect," "plan," "anticipate," "believe," "estimate,"
"continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other Securities and Exchange Commission ("SEC") filings.

 Overview

 We are a blank check company
incorporated on January 21, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

 On September 14, 2021, we
consummated our IPO of 6,900,000 units at $10.00 per unit (the "Units"). 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
the Business Combination.

 Simultaneously with the closing
of the IPO, 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 Former Sponsor 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 was deposited in a trust account established for the
benefit of our public stockholders.

 Recent Developments

 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 (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. The stockholders also approved an amendment (the "Trust
Amendment") to the Company's Investment Management Trust Agreement dated as of September 10, 2021 (the "Trust Agreement")
by and between the Company and Continental Stock Transfer & Trust Company (the "Trustee") incorporating the terms as set
forth in the Extension Amendment.

 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 further extend the Extension 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"), and to remove 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 in order to expand the methods that the Company may employ so as not to become subject to the "penny
stock" rules of the United States Securities and Exchange Commission (the "NTA Amendment").

 We extended the deadline
by which we must complete a business combination from December 14, 2022 to June 14, 2024. In order to fund deposits required to allow
for such extension, we obtained loans from Instant Fame, LLC and Evie Group evidenced by non-interest-bearing promissory notes that are
payable upon the consummation of a business combination by us. If we fail to consummate a business combination, the outstanding debt under
the promissory notes will be forgiven, except to the extent of any funds held outside of the trust account after paying all other fees
and expenses of the Company.

 If we have not completed
our initial business combination by December 14, 2023, as extended, we will: (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of
taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 At the Special Meeting, stockholders
holding a total of 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, $41,077,199 (approximately $10.37 per share) was removed from the Company's
Trust Account to pay such holders. Following redemptions and at December 31, 2023, the Company has 5,463,613 shares outstanding.

 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 and as of the filing of the Form 10-K, the Company has 4,081,747 shares outstanding. Additionally, the
company recognized an additional excise tax equal to 1% of the value of the redeeming shares or approximately $151,344.

 Additionally at the Annual
Meeting, 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").

 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 "EVIE Agreement"), pursuant to which, subject to the satisfaction or waiver of
certain conditions precedent in the EVIE Agreement, the Company was to acquire EVIE Group.

 Patent Purchase Agreement

 On August 8, 2023 the Company
entered into a Patent Purchase Agreement ("PPA") with GBT Tokenize Corp. ("Tokenize"), which is 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 acquisition of EVIE Group.

 On March 11, 2024, the Company
sent EVIE Group and the EVIE Group Shareholder a notice providing that the EVIE 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.

 As
the PPA was contingent upon Bannix closing the acquisition of EVIE and due to the termination of the proposed EVIE Agreement, Bannix and
Tokenize agreed to terminate the PPA which was consented to by GBT.

 Proposed
Business Combination – VisionWave Technologies

 On
March 26, 2024, Bannix, VisionWave Technologies Inc., a Nevada corporation ("VisionWave"), and the shareholders of VisionWave
(the "VisionWave Shareholder"), entered into a business combination agreement (the "VisionWave Business Combination
Agreement" or "VisionWave BCA"), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent
in the VisionWave Business Combination Agreement, Bannix will acquire all of the issued and outstanding share capital of VisionWave from
the VisionWave Shareholder in exchange for the issuance of 3,000,000 new shares of common stock of Bannix, $0.01 par value per share,
pursuant to which the VisionWave will become a direct wholly owned subsidiary of Bannix (the "Share Acquisition") and (b)
the other transactions contemplated by the VisionWave Business Combination Agreement and the Ancillary Documents referred to therein (collectively,
the "VisionWave Transactions").

 Representations
and Warranties

 Under
the VisionWave Business Combination Agreement, Bannix has made customary representations and warranties to VisionWave, and the VisionWave
Shareholder relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals,
non-contravention, capitalization, Securities and Exchange Commission (the "SEC") filings, financial statements, internal
controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit
plans, properties, material contracts, transactions with related persons, the U.S. Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the Jumpstart Our Business Startups Act of 2012, finders' and brokers' fees, sanctions and certain
business practices, private placements, insurance, no misleading information supplied, the Trust Account, acknowledgement of no further
representations and warranties and receipt of a fairness opinion.

 Under
the VisionWave Business Combination Agreement, the VisionWave has made customary representations and warranties (on behalf of itself and
its subsidiaries) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, capitalization,
company subsidiaries, governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws,
permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters,
benefit plans, environmental matters, transactions with related persons, insurance, material customers and suppliers, data protection
and cybersecurity, sanctions and certain business practices, the Investment Company Act, finders' and brokers' fees and no
misleading information supplied.

 Under
the VisionWave Business Combination Agreement, each VisionWave Shareholder has made customary representations and warranties (with respect
to itself only) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, share ownership,
governmental approvals, non-contravention, litigation, certain investment representations, finders' and brokers' fees and
no misleading information supplied.

 Covenants

 The
VisionWave Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of
their respective business operations prior to the consummation of the VisionWave Transactions, (ii) using commercially reasonable efforts
to obtain relevant approvals and comply with all applicable listing requirements of The Nasdaq Stock Market LLC ("NASDAQ")
in connection with the VisionWave Transactions and (iii) using commercially reasonable efforts to consummate the VisionWave Transactions
and to comply as promptly as practicable with all requirements of governmental authorities applicable to the VisionWave Transactions.
The VisionWave Business Combination Agreement also contains additional covenants of the parties, including covenants providing for Bannix
and VisionWave to use commercially reasonable efforts to file, and to cooperate with each other to prepare the proxy statement of Bannix.

to Closing

 The
respective obligations of each party to consummate the VisionWave Transactions, including the Share Acquisition, are subject to the satisfaction,
or written waiver (where permissible), by VisionWave and Bannix of the following conditions:

 Bannix's
shareholders having approved and adopted the Shareholder Approval Matters; and

 the
absence of any law or governmental order, inquiry, proceeding or other action that would prohibit the VisionWave Transactions.

to the Obligations of VisionWave and the VisionWave Shareholder

 The
obligations of VisionWave and the VisionWave Shareholder to consummate the VisionWave Transactions are subject to the satisfaction, or
written waiver (by VisionWave, where permissible) of the following conditions:

 the
representations and warranties of Bannix being true and correct as determined in accordance with the VisionWave Business Combination Agreement;

having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and
covenants under the VisionWave Business Combination Agreement to be performed or complied with by it on or prior to the closing date of
the VisionWave business combination ("Closing Date");

having delivered to VisionWave a certificate dated as of the Closing Date, signed by an officer of Bannix, certifying as to the satisfaction
of certain conditions specified in the VisionWave Business Combination Agreement;

 no
Material Adverse Effect shall have occurred with respect to Bannix that is continuing and uncured;

having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed to
Bannix on the Closing Date, and all such funds released from the Trust Account be available to the surviving company;

 Bannix having provided the public holders of Bannix shares of common stock with the opportunity
to make redemption elections with respect to their Bannix shares of common stock pursuant to their Redemption Rights; and

 the
Ancillary Documents required to be executed by Bannix according to the VisionWave Business Combination Agreement at or prior to the Closing
Date shall have been executed and delivered to VisionWave.

to the Obligations of Bannix

 The
obligations of Bannix to consummate the VisionWave Transactions are subject to the satisfaction, or written waiver (by Bannix where permissible)
of the following conditions:

 the
representations and warranties of VisionWave and the VisionWave Shareholder being true and correct as determined in accordance with the
VisionWave Business Combination Agreement;

 each
of VisionWave and the VisionWave Shareholder having performed in all material respects all of their respective obligations and complied
in all material respects with all of their respective agreements and covenants under the VisionWave Business Combination Agreement to
be performed or complied with by them on or prior to the Closing Date;

 VisionWave
having delivered to Bannix a certificate dated as of the Closing Date, signed by VisionWave certifying as to the satisfaction of certain
conditions specified in the VisionWave Business Combination Agreement but in each case, solely with respect to themselves;

 no
Material Adverse Effect shall have occurred with respect to VisionWave that is continuing and uncured; and

 the
Ancillary Documents required to be executed by VisionWave and the VisionWave Shareholder according to the VisionWave Business Combination
Agreement at or prior to the Closing Date shall have been executed and delivered to Bannix.

 Termination

 The
VisionWave Business Combination Agreement may be terminated and the VisionWave Transactions may be abandoned at any time prior to the
Closing Date, notwithstanding receipt of any requisite approval and adoption of the VisionWave Business Combination Agreement and the
VisionWave Transactions by the shareholders of Bannix or any party, as follows:

 by
mutual written consent of Bannix and VisionWave;

 by
either Bannix or VisionWave if any of the closing conditions set forth in the VisionWave Business Combination Agreement have not been
satisfied or waived by September 14, 2024; provided, however, that the VisionWave Business Combination Agreement may not be terminated
under such provision of the VisionWave Business Combination Agreement by or on behalf of any party that either directly or indirectly
through its affiliates (or with respect to VisionWave, the VisionWave Shareholder) is in breach or violation of any representation, warranty,
covenant or obligation contained therein, with such breach or violation being the principal cause of the failure of a condition set forth
in the VisionWave Business Combination Agreement on or prior to the Outside Date;

 by
either Bannix or VisionWave if any governmental authority of competent jurisdiction will have issued an order or taken any other action
permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the VisionWave Business Combination Agreement,
and such order or other action has become final and non-appealable; provided, however, that the right to terminate the VisionWave Business
Combination Agreement pursuant to such section will not be available to a party if the failure by such party or its affiliates (or with
respect to VisionWave, the VisionWave Shareholder) to comply with any provision of the VisionWave Business Combination Agreement was the
principal cause of such order, action or prohibition;

 by
VisionWave upon a breach of any representation, warranty, covenant or agreement on the part of Bannix set forth in the VisionWave Business
Combination Agreement, or if any representation, warranty of Bannix becomes untrue or inaccurate, in each case such that the related closing
conditions contained in the VisionWave Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;

 by
Bannix upon a breach of any warranty, covenant or agreement on the part of VisionWave or the VisionWave Shareholder set forth in the VisionWave
Business Combination Agreement, or if any warranty of such parties becomes untrue or inaccurate, in any case such that the related closing
conditions contained in the VisionWave Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;

 by
VisionWave if Bannix or the Bannix Securities are no longer listed on the NASDAQ or another national securities exchange; or

 by
either Bannix or VisionWave if the special meeting of shareholders is held and has concluded, Bannix shareholders have duly voted, and
the Required Shareholder Approval is not obtained.

 The
VisionWave Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made
to each other as of the date of the VisionWave Business Combination Agreement or other specific dates. The assertions embodied in those
representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important
qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions embodied
in the representations and warranties in the VisionWave Business Combination Agreement were made as of a specified date, are modified
or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the
VisionWave Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed
as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations
and warranties in the VisionWave Business Combination Agreement are not necessarily characterizations of the actual state of facts about
Bannix, the VisionWave Shareholder or VisionWave at the time they were made or otherwise and should only be read in conjunction with the
other information that Bannix makes publicly available in reports, statements and other documents filed with the SEC.

 Ancillary
Agreements

 Pursuant
to the VisionWave Business Combination Agreement, Bannix, Instant Fame, and VisionWave enter into the sponsor letter agreement (the "VisionWave
Sponsor Letter Agreement") dated March 26, 2024, pursuant to which the Instant Fame agreed to, among other things, support and vote
in favor of the VisionWave 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 VisionWave Sponsor Letter Agreement.
Further, the VisionWave enter into, executed and delivered to Bannix a transaction support agreement (collectively, the "VisionWave
Transaction Support Agreement"), pursuant to which the VisionWave Shareholder agreed to, among other things, support and provide
any necessary votes in favor of the VisionWave Business Combination Agreement and ancillary agreements.

 We
cannot assure you that our plans to complete our initial business combination will be successful.

 Results of Operations

 Our entire activity since inception up to December
31, 2023 was in preparation for our initial public offering and since the initial public offering, the search for and efforts towards
a suitable business combination. We will not generate any operating revenues until the closing and completion of our initial business
combination, at the earliest.

 For the year ended December 31, 2023, we had a net loss of $56,839, which
consisted of operating costs of $1,504,995 and provision for income taxes of $329,630, offset by interest income on the trust account
of $1,769,666 and an unrealized gain from the change in fair value of Private Warrant liability of $8,120.

 For the year ended December 31, 2022,
we had a net income of $47,107, which consisted of an unrealized gain from the change in fair value of Private Warrant liability of $182,700,
and interest income on the trust account of $1,088,633, partially offset by operating costs of $1,000,944 and provision for income taxes
of $223,282.

 Liquidity, Capital Resources,
and Going Concern

 As
of December 31, 2023, the Company had $232,278 in cash and a working capital deficit of $3,701,077.

 The
Company's liquidity needs through December 31, 2023, 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 December 31, 2023, and 2022, there were no loans associated with the Working
Capital Loans. As of December 31, 2023, the Company owed $1,213,600 to the Former Sponsor, the Sponsor and related parties. See Note 5
for further disclosure of Former Sponsor, Sponsor and related party loans.

 As
additional sources of funding, the Company issued unsecured promissory notes to Evie Autonomous LTD with a principal amount of $974,015
(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 September 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, identifying
and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the 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 September 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.

 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 financial
statements.

 These 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.

 Critical Accounting 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. Actual results could differ from those estimates. We have identified the following as
our critical accounting policies:

 Fair Value of Warrant
Liability

 The Company accounted for
the Private Placement Warrants issued in connection with the IPO and private placement in accordance with the guidance contained in ASC
Topic 815, "Derivatives and Hedging" whereby under that provision, the Private Warrants did not meet the criteria for equity
treatment and were recorded as a liability. Accordingly, the Company classified the Private Warrants as a liability at fair value and
adjusts them to fair value at each reporting period. This liability is re-measured at each balance sheet date until the Private Warrants
are exercised or expire, and any change in fair value is recognized in the Company's statements of operations. The Public Warrants
are classified as equity.

 Recent Accounting Pronouncements

 In August 2020, the Financial
Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt — "Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity"
(Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current
models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative
scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard also introduces
additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption
permitted beginning on January 1, 2021.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires
disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other
disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The
Company's management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

 Management does not believe
that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on
the Company's financial statements.

 Off-Balance Sheet
Arrangements; Commitments and Contractual Obligations

 Registration Rights

 Pursuant to a registration
rights agreement entered into on September 10, 2021, the holders of the founder shares, the private placement units and private placement
units that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights
agreement to be signed prior to or on the closing date of this offering requiring us to register such securities for resale. The holders
of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition,
the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the
completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.

 Underwriters Agreement

 The underwriters are entitled
to a deferred underwriting discount of $225,000 in the aggregate which will be payable to the underwriters from the amounts to be brought
in by the sponsors solely in the event that we complete a business combination, subject to the terms of the underwriting agreement. Additionally,
the underwriters will be entitled to a business combination marketing fee of 3.5% of the gross proceeds of the sale of Units in the initial
public offering held in the trust account upon the completion of the initial Business Combination subject to the terms of the underwriting
agreement.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As a smaller reporting company, we are not required
to make disclosures under this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Our financial statements and the notes thereto begin
on page F-1 of this Annual Report.

 ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 On September 7, 2023, the Board of Directors (the
"Board") of the Company approved the engagement of RBSM LLP ("RBSM") as the Company's new independent registered
public accounting firm for the fiscal year ending December 31, 2023 and 2022, effective September 7, 2023. In connection with the selection
of RBSM, the Company dismissed Marcum LLP ("Marcum") as the Company's independent registered public accounting firm
on September 8, 2023.

 There were material weaknesses in internal controls
identified by management related to analyzing complex financial instruments, specifically the valuation of warrant liabilities, that are
disclosed in the Company's Form 10-K/A and 10-K filed with the SEC on

 November 3, 2022 and April 11, 2023, respectively,
and Form 10-Q/A and 10-Qs filed with the SEC on November 8, 2022, November 9, 2022, November 22, 2022 and May 22, 2023, respectively,
and the material weakness in internal controls identified by management related to properly designing the financial closing and reporting
process to record, review and monitor compliance with generally accepted accounting principles for transactions on a timely basis that
is disclosed in the Company's Form 10-K and Form 10Q filed with the SEC on April 11, 2023 and May 22, 2023, respectively.

 On August 30, 2022, the Company's management,
after consultation with the Board and a discussion with Marcum, concluded that the Company's financial statements for the period
ended December 31, 2021, financial statements as of September 30, 2021 and for the three months then ended and for the period from January
21, 2021 (inception) to September 30, 2021 and financial statements as of March 31, 2022 and for the three months then ended (the "Original
Financial Statements") should no longer be relied upon and are to be restated in order to correct a classification error. The Original
Financial Statements were restated in the financial statements accompanying the Company's Annual Report on Form 10-K/A filed with
the Securities and Exchange Commission on November 3, 2022 and the Company's Quarterly Report on Form 10-Q/A filed with the Commission
on November 8, 2022. As part of such process, the Company identified a material weakness in its internal controls over financial reporting,
related to the Company's accounting for complex financial instruments, specifically the valuation of warrant liabilities. There
were no other "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of
1934, as amended.

 During for the fiscal
year ended December 31, 2022 and for the period from January 21, 2021 (inception) through December 31, 2021, and the subsequent
interim period through September 8, 2023, neither the Company nor anyone on its behalf has consulted RBSM with respect to either (i) the
application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might
be rendered on the Company's financial statements or the effectiveness of internal control over financial reporting, where either
a written report or oral advice was provided to the Company that RBSM concluded was an important factor considered by the Company in reaching
a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a) (1)(v)
of Regulation S-K).

 ITEM 9A CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures
that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,
such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and
forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our
management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required
disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our "Certifying
Officers"), the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under
the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2023, our disclosure controls
and procedures were not effective due to material weakness in our internal controls over financial reporting of complex financial instruments,
fair value measurements, prepaid expense, income and franchise taxes and legal and professional fees.

 Disclosure controls and procedures
are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,
and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to our management team, including our principal executive officer and principal financial officer or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.

 We do not expect that our
disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the
benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no
evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and
instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions.

 Material Weakness

 A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. On April
12, 2021, the staff of the SEC (the "SEC Staff") issued a public statement entitled "Staff Statement on Accounting and
Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Staff
Statement"). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants
may require the warrants to be classified as liabilities on the SPAC's balance sheet as opposed to equity. In light of the SEC Staff
Statement, the Company's management reevaluated the terms of the Public Warrants and Private Placement Warrants (together, the "warrants"),
and determined that the Public Warrants should be classified as a component of equity. Our Private Placement Warrants were correctly reported
as a liability measured at fair value upon issuance, with subsequent changes in fair value reported in earnings each reporting period.

 Additionally, management
evaluated the impacts of the transfer of shares to Anchor Investors. The transfer of shares to the Anchor Investors were fair valued as
of the grant date and that fair value was allocated to the offering costs of the Company.

 Associated with the reclassification
of the Public Warrants to equity and the valuation of the Anchor Investor shares, the allocation of offering costs was re-allocated.

 Additionally, we had a misstatement
in our prepaid expense, income and franchise taxes and legal fees.

 As a result of these reevaluations,
management identified a material weakness in our internal control over financial reporting related to the accounting for complex financial
instruments and fair value measurements and the failure to properly design the financial closing and reporting process to record, review
and monitor compliance with generally accepted accounting principles for transactions on a timely basis that continued through December 31, 2023.

 Management's Report on Internal Controls
Over Financial Reporting

 As required by SEC rules and
regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with
GAAP. Our internal control over financial reporting includes those policies and procedures that:

 (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and directors, and

 (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect
on the financial statements.

 Because of its inherent limitations,
internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting on December 31, 2023. In making these assessments, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial
reporting as of December 31, 2023.

 Management has implemented remediation
steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex
securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification
of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with
the requisite experience and training to supplement existing accounting professionals.

 This Annual Report on Form 10-K
does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company
under the JOBS Act.

 Changes in Internal Control over Financial Reporting

 There were no changes in our
internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None of our directors or executive officers adopted or terminated a Rule
10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K)
during the year ended December 31, 2023.

 ITEM 9C. DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 During the
quarter ended December 31, 2023, no director or officer adopted or terminated (i) any contract, instruction or written
plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or
(ii) any "non-Rule 10b5-1 trading arrangement" as defined in paragraph (c) of item 408 of Regulation S-K.

 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

to a Securities Purchase Agreement, Instant fame, LLC ("IF") 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 that there will be certain
changes to the Board of Directors.

 As a result of the above,
Subash Menon resigned as Chief Executive Officer 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 effective ten days after the mailing of a Schedule
14f Information Statement. The resignations referenced above were not the result of any disagreement with management or the Board. See
our Current Report on Form 8-K filed on October 25, 2022 for information concerning that transaction. On November 10, 2022, Sudeesh Yezhuvath
resigned as a director of Bannix Acquisition Corp. for personal reasons. The resignation was not the result of any disagreements with
management or the Board. Post Sudeesh Yezhuvath resignation our board member count to six, were 5 of them been appointed by IF.

 Our directors and executive officers following
the IF Agreement are as follows:

 Name

 Age

 Title

 Co- Chairman of the Board of Directors, Chief Executive Officer, Secretary and Principal Executive

 Craig J. Marshak

 Co-Chairman of the Board of Directors

 Jamal "Jamie" Khurshid

 Eric T. Shuss

 Ned L. Siegel

 Subash Menon

 Erik Klinger 54. Chief Financial Officer*)

 *) On April 10, 2024, Erik Klinger was appointed by Bannix to serve as
the Chief Financial Officer.

 Douglas
Davis 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 has served as the Vice Chairman and Co-Founder of Moringa Acquisition since February 2021 to present. 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.

 Jamal
"Jamie" Khurshid 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 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 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.

 Subash Menon has
been our Chairman of the Board of Directors and Chief Executive Officer from January 2021 until October 2022. 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.

 Erik Klinger serves
as Chief Financial Officer for the Company. Mr. Klinger's recent work has focused on providing advisory services to growing companies
that have significant recurring revenues, including providing advice on mergers and acquisitions and fractional CFO services to those
companies. From 2020-2023, Mr. Klinger was the CEO of CIMfinity, which provides enhanced distribution for M&A deals in certain industries
that have stalled or are slow-moving, and from 2016-2020 Mr. Klinger was the Chief Financial Officer and Head of Corporate Development
of Gopher Protocol Inc., an OTCQB company. As an investment banker, he sold a business engaged in healthcare software in 2012, and then
served as an advisor to that company from 2013-2016. From 2003-2011, Mr. Klinger was co-founder and Chief Executive Officer of Mindshift
Partners, which provided CFOs and Controllers for publicly-traded and privately-held companies. Prior to those experiences, Mr. Klinger
worked in private equity, with a focus on leveraged buyouts. From 1992 to 1997, Mr. Klinger worked at Andersen Consulting and then at
Price Waterhouse. Mr. Klinger earned a Bachelor's Degree from Dartmouth College and an MBA in Finance from the Anderson School of
Management at UCLA.

 Number of Officers and Directors

 We have six directors. Our officers
are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.
Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

 Director Independence

 Nasdaq requires that a majority
of our board of directors must be composed of "independent directors," which is defined generally as a person other than an
officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company's
board of directors would interfere with the director's exercise of independent judgment in carrying out the responsibilities of
a director.

 Messrs. Marshak, Khurshid, Shuss
and Siegel are our independent directors. Our independent directors will have regularly scheduled meetings at which only independent directors
are present. Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Any
affiliated transactions must be approved by a majority of our independent and disinterested directors.

 Committees of the Board of Directors

 Our board of directors has two
standing committees: an audit committee and a compensation committee. Each committee operates under a charter that has been approved by
our board of directors and has the composition and responsibilities described below. Our audit committee and compensation committee and
nominating are composed solely of independent directors.

 Audit Committee

 We have established an audit
committee of the board of directors. The members of our audit committee are Mr. Khurshid, Mr. Siegel and Mr. Shuss. Mr. Khurshid serves
as chairperson of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three
members on the audit committee. The rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a
listed company be comprised solely of independent directors. Mr. Khurshid, Mr. Siegel and Mr. Shuss qualify as independent directors under
applicable rules. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Khurshid
qualifies as an "audit committee financial expert" as defined in applicable SEC rules. We have adopted an audit committee
charter which was filed as an exhibit to the Registration Statement on Form S-1 we filed with the SEC.

 Compensation Committee

 We have established a compensation
committee of the board of directors consisting of three members. The members of our Compensation Committee are Mr. Siegel, Mr. Shuss and
Mr. Marshak. Mr. Siegel serves as chairman of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules,
we are required to have at least two members on the compensation committee, all of whom must be independent. We have adopted a compensation
committee charter, which was filed as an exhibit to our Registration Statement on Form S-1.

 Director Nominations

 We do not have a standing nominating
committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.
In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee
for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the
responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors
who shall participate in the consideration and recommendation of director nominees are Messrs. Bhat, Arun and Vora. In accordance with
Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not
have a nominating committee charter in place.

 The board of directors will
also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees
to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our stockholders that
wish to nominate a director for election to the Board should follow the procedures set forth in our amended and restated certificate of
incorporation. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for
directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background,
diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability
to represent the best interests of our stockholders.

 Our board of directors is divided
into three classes with only one class of directors being appointed in each year and each class serving a three-year term. The term
of office of the first class of directors, consisting of Mr. Menon, will expire at the first annual general meeting. The term of office
of the second class of directors, consisting of Messrs. Khurshid, Siegel and Shuss, will expire at the second annual general meeting.
The term of office of the third class of directors, consisting of Messrs. Davis and Marshak, will expire at the third annual general
meeting.

 Code of Ethics

 We have adopted a code of conduct
and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. We have filed a
copy of our Code of Ethics as an exhibit to our Registration Statement on Form S-1. You will be able to review these documents by accessing
our public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided
without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in
a Current Report on Form 8-K.

 Conflicts of Interest

 In general, officers and directors
of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation
if:

 the corporation could financially undertake the opportunity;

 the opportunity is within the corporation's line of business; and

 it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 In relation to the foregoing, our amended and restated certificate of incorporation
provides that:

 we renounce any interest or expectancy in, or being offered an opportunity to participate in, any business opportunities that are presented to us or our officers or directors or stockholders or affiliates thereof, including but not limited to, our initial stockholders and its affiliates, except as may be prescribed by any written agreement with us; and

 our officers and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty by reason of any of our activities or any of our initial stockholders or its affiliates to the fullest extent permitted by Delaware law.

 Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor these fiduciary obligations under applicable law. Our amended and restated
certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless
such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity
is one, we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

 The following table summarizes the relevant pre-existing fiduciary
or contractual obligations of our officers and directors following the Instant Agreement and to date:

 Individual

 Entity

 Position at affiliated entity

 Instant Fame LLC

 Co-Chairman, Chief Executive Officer and Director

 Erik Klinger

 Individual

 Chief Financial Officer

 The following table summarizes the relevant pre-existing fiduciary
or contractual obligations of our officers and directors before the IF Agreement:

 Individual

 Entity

 Position at affiliated entity

 Subash Menon

 Pelatro PLC

 Chief Executive Officer and Director

 Sudeesh Yezhuvath

 Pelatro PLC

 Chief Operating Officer

 Nicholos Hellyer

 Pelatro PLC

 Chief Financial Officer

 Mr. Vishant Vora

 Mavenir

 President of Global Operations

 Potential investors should also be aware of the following
other potential conflicts of interest:

 None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

 Our sponsors, executive officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the consummation of our initial business combination. Additionally, our sponsors, executive officers and directors have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 15 months after the closing of the IPO (or times as extended), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units will be used to fund the redemption of our public shares, and the private placement units will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earlier of (1) one year after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up. With certain limited exceptions, the private placement units and the securities underlying such units will not be transferable, assignable or salable by our initial stockholders until 30 days after the completion of our initial business combination. Since our initial stockholders and officers and directors may directly or indirectly own common stock and warrants following the IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

 Our initial stockholders, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our initial stockholders or an affiliate of our initial stockholders or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be, at the option of the lender, convertible into placement units at a price of $10.00 per unit. Such units would be identical to the private placement units, including as to exercise price, exercisability and exercise period.

 Our initial stockholders, officers and directors may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination.

 The conflicts described above may not be resolved
in our favor.

 We are not prohibited from pursuing
an initial business combination with a company that is affiliated with our initial stockholders, officers or directors. In the event we
seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion
from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such an initial business
combination is fair to our company from a financial point of view.

 In the event that we submit
our initial business combination to our public stockholders for a vote, our sponsors, executive officers, and directors have agreed to
vote their founder shares and any public shares purchased in or after the IPO in favor of our initial business combination.

 Limitation on Liability and Indemnification of Officers and Directors

 Our amended and restated certificate
of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law,
as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation provides that our
directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent
such exemption from liability or limitation thereof is not permitted by the DGCL.

 We will enter into agreements
with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended
and restated certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee
for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will obtain
a policy of directors' and officers' liability insurance that insures our officers and directors against the cost of defense,
settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

 These provisions may discourage
stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect
of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise
benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent we pay the costs
of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

 We believe that these provisions,
the directors' and officers' liability insurance and the indemnity agreements are necessary to attract and retain talented
and experienced officers and directors.

 ITEM 11 EXECUTIVE COMPENSATION

 Executive Officers and Director Compensation

 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.

 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. Except as set forth
below, Mr. Klinger has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was
or is a proposed participant, exceeding $120,000. The Company and Mr. Klinger entered into an Executive Retention Agreement dated April
10, 2024 pursuant to which Mr. Klinger agreed to serve as Chief Financial Officer in consideration of an annual salary of $120,000. The
Company and Mr. Klinger also entered into an Indemnification Agreement. The employment of Mr. Klinger is at will and may be terminated
at any time, with or without formal cause.

 Other than Mr. Davis and Klinger,
no executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting
or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates,
prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses
and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which
includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

 The following tables set forth all compensation paid
to our officers for the years ended December 31, 2023 and 2022.

 Summary Compensation Table

 Name and principal

 Stock Equity

 None Equity Incentive

 All Other

 Position

 Year

 Awards

 Salary

 Compensations

 Total

 2023

 $
 —

 $
 160,000

 $
 —

 $
 160,000

 Co-Chairman of the Board of Directors

 and Chief Executive Officer

 2022

 $
 —

 $
 —

 $
 —

 $
 —

 On May 10, 2023, we
engaged a law firm to assist with the proposed Business Combination with Evie Group. We paid $30,000 upon entering into the agreement,
$70,000 upon Evie Group signing a definitive business combination agreement and the remaining $500,000 is contingent upon the closing
of the Business Combination with Evie Group.

 On May 19, 2023, we 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, we 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 acquisition of Evie 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.

 ITEM 12 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Unless otherwise indicated, we believe that all persons
named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following
table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants
are not exercisable within 60 days of May 31, 2024.

 The following table sets forth as of May 30, 2024
the number of shares of common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more
than five percent of our issued and outstanding shares of common stock (ii) each of our officers and directors; and (iii) all
of our officers and directors as a group. As of May 30, 2024, we had 4,081,747 shares of common stock issued and outstanding.

 Name and Address of Beneficial Owner (1)

 Number of Shares Beneficially Owned

 Approximate Percentage of Outstanding Common Stock (2)

 Subash Menon – Director (10)

 585,832

 14.35

 %

 Craig J. Marshak – Director

 0.00

 %

 Jamal "Jamie" Khurshid – Director

 0.00

 %

 Eric T. Shuss – Director

 0.00

 %

 Ned L. Siegel – Director

 0.00

 %

 Douglas Davis – Director

 475,000

 11.64

 %

 All directors and executive officers as a group (6 individuals)

 1,060,832

 25.99

 %

 Holders of 5% of more of our Common Stock

 Periscope Capital Inc. (4)

 256,858

 6.29

 %

 Karpus Investment Management (5)

 425,645

 10.43

 %

 Instant Fame, LLC (6)

 475,000

 11.64

 %

 Fir Tree Capital Management LP (7)

 282,778

 6.39

 %

 Meteora Capital LLC (8)

 242,151

 5.93

 %

 Wolverine Asset Management LLC (9)

 218,025

 5.34

 %

 Suresh Yezhuvath (10)

 585,832

 14.35

 %

 Better Works LLC (11)

 281,000

 6.88

 %

 Sea Otter Holdings LLC (12)

 331,250

 8.12

 %

 James Mccrory (13)

 239,730

 5.87

 %

 Sixth Borough Capital Fund LP (14)

 331,250

 8.12

 %

 *Less than 1%.

 (1) Unless otherwise noted, the business address of each of the following entities
or individuals is 300 Delaware Ave., Suite 210 # 301, Wilmington, DE 19801.

 (2) Based on 4,081,747 shares of common stock outstanding.

 (3) Intentionally left blank.

 (4) Based on a Schedule 13G as filed with the SEC on February 13, 2023. The business address of the reporting person is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H2R2. Holding were calculated based on 13G less redemptions

 (5) Based on a Schedule 13G as filed with the SEC on February
 13, 2024. The business address of the reporting person is 183 Sully's Trail, Pittsford, New York 14534.

 (6) Based on Major Holders report from Company's Transfer
 Agent on March 6, 2024. The business address of the reporting person is c/o Bannix – 300 Delaware Ave., Suite 210 # 301, Wilmington,
 DE 19801.

 (7) Based on a Schedule Major Holders report from Company's
 Transfer Agent on March 6, 2024. The business address of the reporting person is 500 Fifth Ave., 9 th Floor, New York, NY 10110.

 (8) Based on Major Holders report from Company's Transfer
 Agent on March 6, 2024. The business address of the reporting person is 1200 N Federal Hwy, Ste 200, Boca Raton, FL 33432 (c/o Mr.
 Vik Mittal Managing Member).

 (9) Based on Major Holders report from Company's Transfer
 Agent on March 6, 2024. The business address of the reporting person is 175 West Jackson Blvd., Suite 340, Chicago, IL 60604.

 (10) Based on Major Holders report from Company's Transfer
 Agent on March 6, 2024. The business address of the reporting person is Flat 2106, Manazil Mankhool, Burdubai, Dubai, UAE. Holding for the benefit of Subash Menon.

 (11) Based on Major Holders report from Company's Transfer
 Agent on March 6, 2024. The business address of the reporting person is c/o Al Lopez // 1999 Bryan St Suite 900 Dallas TX 75201

 (12) Based on Major Holders report from Company's Transfer
 Agent on March 6, 2024. The business address of the reporting person is c/o Nicholas Fahey // 111 Brickell Ave Suite 2920 Miami FL 33131

 (13) Based on Major Holders report from Company's Transfer
 Agent on March 6, 2024. The business address of the reporting person is 1483 Ashford Ave., Apt # 402, San Juan, PR 00907-1770.

 (14) Based on Major Holders report from Company's
Transfer Agent on March 6, 2024. The business address of the reporting person is c/o Robert D. Keyser Jr. President – 1515 N FEDERAL
HWY STE 300, BOCA RATON, FL 33432

 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

 Our initial stockholders purchased
1,437,500 founder shares for an aggregate purchase price of $14,375. In connection with the increase in the offering size, we declared
a 20% stock dividend resulting in 1,725,000 founder shares outstanding of which 225,000 shares are subject to forfeiture. Prior to the
closing of the IPO, the anchor investors purchased 762,500 founder shares from our sponsor.

 Our sponsors and the anchor
investors purchased (in the form of cash or debt cancellation) an aggregate of 406,000 private placement units for $3,700,000. The private
placement units (including the shares of common stock issuable upon exercise of the private placement warrants included therein) may not,
subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.

 As more fully discussed in elsewhere
herein, if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business
of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business
combination opportunity to such entity prior to presenting such business combination opportunity to us. Our executive officers and directors
currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 Upon closing of the IPO, we
entered into an Administrative Services Agreement pursuant to which we agreed to pay an affiliate of one of our officers a total of $5,000
per month for office space, utilities, secretarial support and other administrative and consulting services. Upon completion of our initial
business combination or our liquidation, we will cease paying these monthly fees.

 Our sponsors, executive officers
and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit
committee will review on a quarterly basis all payments that were made to our sponsors, officers, directors or our or their affiliates
and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 In addition, in order to finance
transaction costs in connection with an intended initial business combination, our initial stockholders or an affiliate of our initial
stockholders or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close,
we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust
account would be used for such repayment. Up to $1,500,000 of such loans may be, at the option of the lender, convertible into units at
a price of $10.00 per unit of the post business combination entity. The units would be identical to the private placement units, including,
as to the private placement warrants included therein, as to exercise price, exercisability and exercise period. The terms of such loans,
if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties
other than our initial stockholders or an affiliate of our initial stockholders or certain officers and directors as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account.

 We do not intend to pay consulting,
finders or success fees to our officer and directors in connection with any business combination. However, these individuals will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were
made to our initial stockholders, officers, directors or our or their affiliates.

 After our initial business combination,
members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any
and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials,
as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

 In connection with the IPO,
we entered into a registration rights agreement with respect to the founder shares and private placement units (and underlying securities).

to a Securities Purchase Agreement, Instant Fame LLC, a Nevada limited liability company ("Instant"), acquired an aggregate
of 385,000 shares of common stock of the Company from Bannix Management LLP (the "Sponsor"), 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.

 As approved by its stockholders at the Annual Meeting
of Stockholders of the Company held on March 8, 2024 a (the "Annual Meeting"), the Company filed an amendment to its Amended
and Restated Certificate of Incorporation with the Delaware Secretary of State on March 8, 2024 (the "March 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 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, Instant Fame, LLC, a Nevada limited liability company, upon five days' advance notice prior to the applicable deadline date, 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").

 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 in order to expand the methods that the Company may employ so as not to become subject to the "penny stock" rules of the United States Securities and Exchange Commission (the "NTA Amendment").

 Also, as previously disclosed,
if an Extension is implemented, the sponsor of Bannix, Sponsor or its designees will deposit into the trust account, as a loan, the lesser
of (x) $25,000 or (y) $0.05 per public share multiplied by the number of public shares outstanding (the "Contribution"), in
connection with each Extension. On March 14, 2024, the Board, at the request of the Sponsor, determined to implement the thirteen Extension
and to extend the Deadline Date for an additional month to April 14, 2024. The $25,000 for the thirteen Extension was provided to the
trust on March 14, 2024. On April 15, 2024, the Board, at the request of the Sponsor, determined to implement the fourteenth Extension
and to extend the Deadline Date for an additional month to May 14, 2024. The $25,000 for the fourteen Extension was provided to the trust
on April 15, 2024. If Bannix does not consummate an initial business combination by the Deadline Date, the Notes issued to the Sponsor
will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven.

 In connection with the vote on the Extension Amendment and 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) will be removed from the Company's trust account to pay such holders. Following redemptions, the Company will have 4,081,747
shares outstanding.

 The
 Company issued unsecured promissory notes
(the "Note") in favor of Instant, in the principal amount of $840,000.
The proceeds of the Note were utilized by the Company to obtain its extension of the period for the Company to consummate a business combination.
The Note does not bear interest and matures upon closing of a business combination by the Company. If the Company fails to consummate
a business combination, the outstanding debt under the Note will be forgiven, except to the extent of any funds held outside of the Company's
trust account after paying all other fees and expenses of the Company.

 Policy for Approval of Related Party Transactions

 The audit committee of our board
of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of "related
party transactions." Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each
related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm's-length dealings
with an unrelated third party, (ii) the extent of the related party's interest in the transaction, (iii) whether the transaction
contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction
to be in the best interests of the company and its stockholders and (v) the effect that the transaction may have on a director's
status as an independent member of the board and on his or her eligibility to serve on the board's committees. Management will present
to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under
the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance
with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion
of, or decision concerning, a related person transaction in which he or she is the related party.

 ITEM 14 PRINCIPAL ACCOUNTANT FEES
AND SERVICES

 During the period ended December
31, 2023 and 2022, the firm of RBSM LLP ("RBSM"), independent registered public accounting firm, acted as our principal independent
registered public accounting firm.

 Audit Fees. Audit
fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally
provided by RBSM in connection with regulatory filings. The aggregate fees billed by RBSM for professional services rendered for the audit
of our annual financial statements totaled approximately $80,000 for the year ended December 31, 2023 and 2022. The above amounts include
interim procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related Fees. We did not pay
RBSM for consultations concerning financial accounting and reporting standards for the year ended on December 31, 2023 and 2022.

 Tax Fees. We did not pay RBSM for
tax planning and advice for the year ended December 31, 2023.

 All Other Fees. We paid not pay RBSM
for other services for the year ended on December 31, 2023 or 2022.

 Pre-Approval of Services

 Our audit committee was formed upon the
consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although
any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our
audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit
services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit
services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

 ITEM 15 EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

 (a)

 The following are filed with this report:

 (1)

 The financial statements listed on the Financial Statements' Table of Contents

 (2)

 Not applicable

 (b)

 Exhibits

 The following exhibits are filed with this report.
Exhibits which are incorporated herein by reference can be obtained from the SEC's website at sec.gov.

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, dated September 10, 2021, by and between the Registrant and I-Bankers Securities, Inc., as representatives of underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 15, 2021)

 1.2

 Business Combination Marketing Agreement, dated September 10, 2021, by and between the Registrant and I-Bankers Securities, Inc. (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 15, 2021)

 2.1

 Business Combination Agreement, dated as of March 26, 2024, by and among Bannix Acquisition Corp., VisionWave Technologies Inc., and the Company Shareholders. (incorporated by reference to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 27, 2024)

 3.1

 Amended & Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 15, 2021)

 3.2

 Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 filed with the Securities & Exchange Commission on September 15, 2021)

 3.3

 First Amendment to the Amended and Restated Certificate of Incorporation dated March 9, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 10, 2023)

 3.4

 Certificate of Correction dated February 8, 2024 (incorporated by reference to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 8, 2024)

 3.5

 Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 12, 2024)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on August 2, 2021)

 4.2

 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on August 2, 2021)

 4.3

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on August 2, 2021)

 4.4

 Warrant Agreement, dated September 10, 2021 between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2021

 10.1

 Letter Agreement, dated September 10, 2021, among the Registrant and its officers, directors and initial stockholders, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 15, 2021)

 10.2

 Investment Management Trust Agreement, dated September 10, 2021, between Continental Stock Transfer & Trust Company and the Registrant. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 15, 2021)

 10.4

 Registration Rights Agreement, dated September 10, 2021, among the Registrant and each of the anchor investors of the Registrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 15, 2021)

 10.6

 Administrative Services Agreement, dated September 10, 2021, by and between the Registrant and Bannix Management (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 15, 2021)

 10.7

 Indemnity Agreements, dated September 10, 2021, among the Registrant and each of the initial stockholders, officer and directors of Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 15, 2021)

 10.8

 Promissory Note in factor of Instant Fame LLC dated December 13, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 14, 2022)

 10.9

 Amendment to Investment Management Trust Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 10, 2023)

 10.10

 Promissory Note dated March 13, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 14, 2023)

 10.11

 Letter Agreement dated as of April 17, 2023 (Incorporated by reference to the Form 8-K Current Report as filed with the Securities and Exchange Commission on April 21, 2023)

 10.12

 Promissory Note dated April 19, 2023) (Incorporated by reference to the Form 8-K Current Report as filed with the Securities and Exchange Commission on May 12, 2023)

 10.13

 Amendment No. 1 to Patent Purchase Agreement dated August 8, 2023 between GBT Tokenize Corp. and Bannix Acquisition Corp. (Incorporated by reference to the Form 8-K Current Report as filed with the Securities and Exchange Commission on December 19, 2023)

 10.14

 Amendment to Investment Management Trust Agreement dated March 8, 2024 (Incorporated by reference to the Form 8-K Current Report as filed with the Securities and Exchange Commission on March 12, 2024)

 10.15

 Sponsor Letter Agreement entered into between Bannix Acquisition Corp. and Instant Fame LLC dated March 26, 2024 (incorporated by reference to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 27, 2024)

 10.16

 Transaction Support Agreement entered into between the Company Shareholders and Bannix Acquisition Corp. dated March 26, 2024 (incorporated by reference to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 27, 2024)

 10.17

 Executive Retention Agreement by and between Bannix Acquisition Corp. and Erik Klinger dated April 10, 2024 (incorporated by reference to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 11, 2024)

 10.18

 Indemnification Agreement by and between Bannix Acquisition Corp. and Erik Klinger dated April 10, 2024 (incorporated by reference to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 11, 2024)

 Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 16, 2021)

 31.1

 Certification of Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of Chief Executive Officer and Principal Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Policy for the Recovery of Erroneously Awarded Compensation adopted May 21, 2024

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Item 16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated: May 31, 2024

 By:

 /s/ Douglas Davis

 Name:

 Title:

 Co-Chairman and Chief Executive Officer

 Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

 Signature

 Title

 Date

 /s/ Douglas Davis

 Co-Chairman and Chief Executive Officer

 /s/ Craig J. Marshak

 Co-Chairman of the Board of Directors

 Craig J. Marshak

 /s/ Jamal "Jamie" Kuurshid

 Jamal "Jamie" Kuurshid

 /s/ Eric T. Shuss

 Eric T. Shuss

 /s/ Ned L. Siegel

 Ned L. Siegel

 /s/ Subash Menon

 Subash Menon

 /s/ Erik Klinger

 Chief Financial Officer

 Erik Klinger

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 587)

 Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 F-7 to F-32

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders
of

 Bannix Acquisition Corp.

 Opinion on the Financial
Statements

 We have audited the
accompanying balance sheets of Bannix Acquisition Corp. (the "Company") as of December 31, 2023 and 2022, and the related
statements of operations, stockholders' deficit, and cash flows for each of the two years in the period ended December 31, 2023,
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and
its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted
in the United States of America.

 Explanatory Paragraph
- Going Concern

 The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has suffered recurring losses from operations, had an accumulated deficit and has a deficit working capital. Additionally,
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
its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

 /s/
 RBSM LLP

 We
 have served as the Company's auditor since 2023.

 PCAOB
 ID 587

 New
 York, NY

 May
 31, 2024

 F- 2

 BALANCE SHEETS

 2023

 2022

 Assets

 Current Assets:

 Cash

 $
 232,278

 $
 19,257

 Prepaid expense and other

 5,251

 26,296

 Total Current Assets

 237,529

 45,553

 Cash and Investments held in Trust Account

 32,116,099

 71,421,125

 Total Assets

 $
 32,353,628

 $
 71,466,678

 Liabilities, Redeemable Common Stock and Stockholders' Deficit

 Current liabilities:

 Accounts payable and accrued expenses

 $
 787,307

 $
 272,594

 Income taxes payable

 552,912

 156,285

 Excise tax payable

 410,772

 —

 Promissory notes - Evie

 974,015

 —

 Due to related parties

 1,213,600

 1,002,850

 Total Current Liabilities

 3,938,606

 1,431,729

 Warrant liability

 4,060

 Deferred tax liability

 —

 66,997

 Deferred underwriters' discount

 225,000

 225,000

 Total Liabilities

 4,167,666

 1,735,906

 Commitments and Contingencies

 —

 —

 Common stock subject to possible redemption 2,939,613 and 6,900,000 at redemption value on December 31, 2023 and 2022, respectively

 31,839,150

 70,973,384

 Stockholders' Deficit

 Preferred stock, $ 0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding

 —

 —

 Common stock, par value $ 0.01; authorized 100,000,000 shares; issued 6,901,113 and 10,861,500 shares; and outstanding 2,524,000 shares (excluding 2,939,613 and 6,900,000 shares subject to redemption and 1,437,500 Treasury Stock shares) on December 31, 2023 and 2022, respectively

 Additional paid-in capital

 —

 —

 Accumulated deficit

 ( 3,678,428
)

 ( 1,267,852
)

 Less Treasury Stock; at cost; 1,437,500 common shares

)

)

 Total Stockholders' Deficit

 ( 3,653,188
)

 ( 1,242,612
)

 Total Liabilities, Redeemable Common Stock and Stockholders' Deficit

 $
 32,353,628

 $
 71,466,678

 The accompanying notes are an integral part
of these financial statements.

 F- 3

 STATEMENTS OF OPERATIONS

 For the Year Ended December 31,

 2023

 2022

 Operating costs

 $

 1,504,995

 $

 1,000,944

 Loss from operations

 ( 1,504,995

)

 ( 1,000,944

)

 Other income:

 Interest income on trust account

 1,769,666

 1,088,633

 Change in fair value of warrant liabilities

 8,120

 182,700

 Other income

 1,777,786

 1,271,333

 Income before provision for income taxes

 272,791

 270,389

 Provision for income taxes

 ( 329,630

)

 ( 223,282

)

 Net (loss) income

 $

)

 $

 Basic and diluted weighted average shares outstanding

 6,190,588

 9,424,000

 Basic and diluted net (loss) income per share

 $

 ( 0.01

)

 $

 0.00

 The accompanying notes are an integral part
of these financial statements.

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2023
AND 2022

 Common Stock

 Additional Paid-in

 Accumulated

 Treasury

 Total Stockholders'

 Shares (1)

 Amount

 Capital

 Deficit

 Stock

 Deficit

 Balance as of December 31, 2021

 3,961,500

 $

 $

 11,815,485

 $

 ( 277,203

)

 $

)

 $

 11,563,522

 Accretion of common stock subject to possible redemption to redemption value

 —

 —

 ( 11,815,485

)

 ( 1,086,586

)

 —

 ( 12,902,071

)

 Reversal of Delaware franchise tax

 —

 —

 —

 48,830

 —

 48,830

 Instant Fame Securities Purchase Agreement

 —

 —

 —

 ( 1,253,900

)

 —

 ( 1,253,900

)

 Instant Fame Securities Purchase Agreement

 —

 —

 —

 1,253,900

 —

 1,253,900

 Net income

 —

 —

 —

 —

 Balance as of December 31, 2022

 3,961,500

 $

 $

 —

 $

 ( 1,267,852

)

 $

)

 $

 ( 1,242,612

)

 Net loss

 —

 —

 —

)

 —

)

 Excise tax imposed on common stock redemptions

 —

 —

 —

 ( 410,772

)

 —

 ( 410,772

)

 Accretion of common stock subject to possible redemption to redemption value

 —

 —

 —

 ( 1,942,965

)

 —

 ( 1,942,965

)

 Balance as of December 31, 2023

 3,961,500

 $

 $

 —

 $

 ( 3,678,428

)

 $

)

 $

 ( 3,653,188

)

 The accompanying notes are an integral part
of these financial statements.

 (1)

 Includes 1,437,500 shares classified as treasury stock (See Notes 5 and 8).

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Year Ended December 31,

 Cash flows from Operating Activities:

 2023

 2022

 Net (loss) income

 $

)

 $

 Adjustments to reconcile net (loss) income to net cash used in operating activities:

 Change in fair value of warrant liability

 ( 8,120

)

 ( 182,700

)

 Unrealized gain on investments in Trust Account

 —

 ( 239,445

)

 Interest income on Trust Account

 ( 1,769,666

)

 ( 849,188

)

 Changes in current assets and current liabilities:

 Prepaid expenses

 21,045

 145,320

 Deferred tax payable

 ( 66,997

)

 66,997

 Income taxes payable

 396,627

 156,285

 Accounts payable and accrued expenses

 514,713

 112,467

 Due to Related Parties

 60,750

 60,000

 Net cash used in operating activities

 ( 908,487

)

 ( 683,157

)

 Cash flows from Investing Activities:

 Investment of cash into Trust Account

 ( 750,000

)

 ( 690,000

)

 Redemptions from the Trust Account

 41,077,199

 —

 Withdrawal from Trust Account to pay taxes

 747,493

 49,010

 Net cash provided by (used in) investing activities

 41,074,692

 ( 640,990

)

 Cash flows from Financing Activities:

 Proceeds from Sellers in the Stock Purchase Agreement

 —

 200,000

 Loans from related party

 —

 23,960

 Redemption of Class A common stock subject to possible redemption

 ( 41,077,199

)

 —

 Proceeds from promissory notes - Evie

 974,015

 —

 Proceeds from promissory note to Instant Fame

 150,000

 690,000

 Net cash (used in) provided by financing activities

 ( 39,953,184

)

 913,960

 Net change in cash

 213,021

 ( 410,187

)

 Cash, beginning of the year

 19,257

 429,444

 Cash, end of the year

 $

 232,278

 $

 19,257

 Supplemental disclosure of noncash financing activities:

 Accretion of common stock subject to possible redemption to redemption value

 $

 1,942,965

 $

 12,902,071

 Excise tax payable

 $

 410,772

 $

 —

 Reverse over accrual of Delaware franchise tax

 $

 —

 $

 48,830

 Federal income taxes paid

 $

 —

 $

 —

 The accompanying notes are an integral part
of these financial statements.

 F- 6

 NOTE 1 — DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS

 Organization and General

 Bannix Acquisition Corp.
(the "Company") 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 December 31, 2023,
the Company had not commenced any operations. All activity for the period from January 21, 2021 (inception) through December 31, 2023
relates to the Company's formation and 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 and cash equivalents 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").

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.

 F- 7

 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 acquisition of Evie Group 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 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.

 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,

 F- 8

 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.

 For the year ended December
31, 2023, the Company has deposited $ 750,000 into the Trust Account to extend the Deadline Date to January 14, 2024. For the year ended
December 31, 2022, $ 690,000 was deposited in the Trust Account.

 At the Special Meeting, stockholders
holding a total of 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, $ 41,077,199 (approximately $ 10.37 per share) was removed from the Company's
Trust Account to pay such holders. Following redemptions, the Company has 5,463,613 shares outstanding.

 As disclosed by the Company
in its additional materials to its proxy statement filed on March 6, 2023 with respect to the remaining funds held in the Trust Account
following the Special Meeting and the related redemptions, the Company stated it plans to maintain the remaining amount in its Trust Account
in an interest-bearing demand deposit account at a bank.

 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 date by which the Company must (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 that was consummated on September 14, 2021, 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.

 Initial Business Combination

 The Company had until December
13, 2022 to consummate the initial Business Combination. Pursuant to the terms of the bylaws and the trust agreement entered into between
the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate the
initial Business Combination, the Sponsor, upon five days advance notice prior to the applicable deadline, must deposit into the Trust
Account for each three-month extension, $690,000 ($0.10 per share in either case) on or prior to the date of the applicable deadline.
In December 2022, the Company deposited $ 690,000 in the Trust Account, and as a result, the Deadline Date was extended until March 14,
2023. The Company, as approved at the stockholder meeting on March 8, 2023, without another stockholder vote, may 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 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. If an Extension is
implemented, Instant Fame will deposit into the Trust Account, as a loan, the lesser of (x) $ 75,000 or (y) $ 0.07 per public share multiplied
by the number of public shares outstanding (the "Contribution"), in connection with each Extension.

 F- 9

 For the year ended December
31, 2023 and 2022, the Company has deposited $ 750,000 and $ 690,000 in the Trust Account to extend the Deadline Date to January 14, 2024.

 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 date by which the Company must (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 that was consummated on September 14, 2021, 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 "March
2024 Extension Amendment").

 From January 1, 2024 until
the filing of this Form 10-K, the Company has deposited $ 225,000
 in the Trust Account to extend the Deadline Date to June 14, 2024.

 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.

 F- 10

 Although the Company believes
that the net proceeds of the offering will be sufficient to allow the Company to consummate a Business Combination the Company cannot
ascertain the capital requirements for any particular transaction. If the net proceeds of this offering 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 and 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.

 F- 11

 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 $25,000 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 March 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. The Company paid $ 30,000 upon entering into the agreement,
$ 70,000 upon Evie Group signing a definitive Business Combination agreement and the remaining $ 500,000 is 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.

 Propose 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 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 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 $ 850 million and, in turn, the consideration in the PPA to be paid to Tokenize
is $ 42.5 million.

 Sponsor Support Agreement

 On August 7, 2023, Instant
Fame entered into a sponsor letter agreement ("Sponsor Letter Agreement") with the Company, whereby Instant Fame agree 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

 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.

 F- 12

 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
New Business Combination – VisionWave Technologies

 On
March 26, 2024, Bannix, VisionWave Technologies Inc., a Nevada corporation ("VisionWave"), and the shareholders of VisionWave
(the "VisionWave Shareholder"), entered into a business combination agreement (the "VisionWave Business Combination
Agreement" or "VisionWave BCA"), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent
in the VisionWave Business Combination Agreement, Bannix will acquire all of the issued and outstanding share capital of VisionWave from
the VisionWave Shareholder in exchange for the issuance of 3,000,000 new shares of common stock of Bannix, $ 0.01 par value per share,
pursuant to which the VisionWave will become a direct wholly owned subsidiary of Bannix (the "Share Acquisition") and (b)
the other transactions contemplated by the VisionWave Business Combination Agreement and the Ancillary Documents referred to therein (collectively,
the "VisionWave Transactions").

 Representations
and Warranties

 Under
the VisionWave Business Combination Agreement, Bannix has made customary representations and warranties to VisionWave, and the VisionWave
Shareholder relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals,
non-contravention, capitalization, Securities and Exchange Commission (the "SEC") filings, financial statements, internal
controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit
plans, properties, material contracts, transactions with related persons, the U.S. Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the Jumpstart Our Business Startups Act of 2012, finders' and brokers' fees, sanctions and certain
business practices, private placements, insurance, no misleading information supplied, the Trust Account, acknowledgement of no further
representations and warranties and receipt of a fairness opinion.

 Under
the VisionWave Business Combination Agreement, the VisionWave has made customary representations and warranties (on behalf of itself and
its subsidiaries) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, capitalization,
company subsidiaries, governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws,
permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters,
benefit plans, environmental matters, transactions with related persons, insurance, material customers and suppliers, data protection
and cybersecurity, sanctions and certain business practices, the Investment Company Act, finders' and brokers' fees and no
misleading information supplied.

 Under
the VisionWave Business Combination Agreement, each VisionWave Shareholder has made customary representations and warranties (with respect
to itself only) to Bannix relating to, among other things, organization and standing, due authorization and binding agreement, share ownership,
governmental approvals, non-contravention, litigation, certain investment representations, finders' and brokers' fees and
no misleading information supplied.

 F- 13

 Covenants

 The
VisionWave Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of
their respective business operations prior to the consummation of the VisionWave Transactions, (ii) using commercially reasonable efforts
to obtain relevant approvals and comply with all applicable listing requirements of The Nasdaq Stock Market LLC ("NASDAQ")
in connection with the VisionWave Transactions and (iii) using commercially reasonable efforts to consummate the VisionWave Transactions
and to comply as promptly as practicable with all requirements of governmental authorities applicable to the VisionWave Transactions.
The VisionWave Business Combination Agreement also contains additional covenants of the parties, including covenants providing for Bannix
and VisionWave to use commercially reasonable efforts to file, and to cooperate with each other to prepare the proxy statement of Bannix.

to Closing

 The
respective oblig ations of each party to consummate the VisionWave
Transactions, including the Share Acquisition, are subject to the satisfaction, or written waiver (where permissible), by VisionWave
and Bannix of the following conditions:

 Bannix's
shareholders having approved and adopted the Shareholder Approval Matters; and

 the
absence of any law or governmental order, inquiry, proceeding or other action that would prohibit the VisionWave Transactions.

to the Obligations of VisionWave and the VisionWave Shareholder

 The
obligations of VisionWave and the VisionWave Shareholder to consummate the VisionWave Transactions are subject to the satisfaction, or
written waiver (by VisionWave, where permissible) of the following conditions:

 the
representations and warranties of Bannix being true and correct as determined in accordance with the VisionWave Business Combination
Agreement;

having performed in all material respects all of its obligations and complied in all material respects with all of its agreements and
covenants under the VisionWave Business Combination Agreement to be performed or complied with by it on or prior to the closing date
of the VisionWave business combination ("Closing Date");

having delivered to VisionWave a certificate dated as of the Closing Date, signed by an officer of Bannix, certifying as to the satisfaction
of certain conditions specified in the VisionWave Business Combination Agreement;

 no
Material Adverse Effect shall have occurred with respect to Bannix that is continuing and uncured;

having made all necessary and appropriate arrangements with the trustee to have all of the funds held in the Trust Account disbursed
to Bannix on the Closing Date, and all such funds released from the Trust Account be available to the surviving company;

 Bannix having provided the public holders of Bannix shares of common stock with the opportunity
to make redemption elections with respect to their Bannix shares of common stock pursuant to their Redemption Rights; and

 the
Ancillary Documents required to be executed by Bannix according to the VisionWave Business Combination Agreement at or prior to the Closing
Date shall have been executed and delivered to VisionWave.

to the Obligations of Bannix

 The
obligations of Bannix to consummate the VisionWave Transactions are subject to the satisfaction, or written waiver (by Bannix where permissible)
of the following conditions:

 F- 14

 the
representations and warranties of VisionWave and the VisionWave Shareholder being true and correct as determined in accordance with the
VisionWave Business Combination Agreement;

 each
of VisionWave and the VisionWave Shareholder having performed in all material respects all of their respective obligations and complied
in all material respects with all of their respective agreements and covenants under the VisionWave Business Combination Agreement to
be performed or complied with by them on or prior to the Closing Date;

 VisionWave
having delivered to Bannix a certificate dated as of the Closing Date, signed by VisionWave certifying as to the satisfaction of certain
conditions specified in the VisionWave Business Combination Agreement but in each case, solely with respect to themselves;

 no
Material Adverse Effect shall have occurred with respect to VisionWave that is continuing and uncured; and

 the
Ancillary Documents required to be executed by VisionWave and the VisionWave Shareholder according to the VisionWave Business Combination
Agreement at or prior to the Closing Date shall have been executed and delivered to Bannix.

 Termination

 The
VisionWave Business Combination Agreement may be terminated and the VisionWave Transactions may be abandoned at any time prior to the
Closing Date, notwithstanding receipt of any requisite approval and adoption of the VisionWave Business Combination Agreement and the
VisionWave Transactions by the shareholders of Bannix or any party, as follows:

 by
mutual written consent of Bannix and VisionWave;

 by
either Bannix or VisionWave if any of the closing conditions set forth in the VisionWave Business Combination Agreement have not been
satisfied or waived by September 14, 2024; provided, however, that the VisionWave Business Combination Agreement may not be terminated
under such provision of the VisionWave Business Combination Agreement by or on behalf of any party that either directly or indirectly
through its affiliates (or with respect to VisionWave, the VisionWave Shareholder) is in breach or violation of any representation, warranty,
covenant or obligation contained therein, with such breach or violation being the principal cause of the failure of a condition set forth
in the VisionWave Business Combination Agreement on or prior to the Outside Date;

 by
either Bannix or VisionWave if any governmental authority of competent jurisdiction will have issued an order or taken any other action
permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the VisionWave Business Combination Agreement,
and such order or other action has become final and non-appealable; provided, however, that the right to terminate the VisionWave Business
Combination Agreement pursuant to such section will not be available to a party if the failure by such party or its affiliates (or with
respect to VisionWave, the VisionWave Shareholder) to comply with any provision of the VisionWave Business Combination Agreement was
the principal cause of such order, action or prohibition;

 by
VisionWave upon a breach of any representation, warranty, covenant or agreement on the part of Bannix set forth in the VisionWave Business
Combination Agreement, or if any representation, warranty of Bannix becomes untrue or inaccurate, in each case such that the related
closing conditions contained in the VisionWave Business Combination Agreement are not satisfied, subject to customary exceptions and
cure rights;

 by
Bannix upon a breach of any warranty, covenant or agreement on the part of VisionWave or the VisionWave Shareholder set forth in the
VisionWave Business Combination Agreement, or if any warranty of such parties becomes untrue or inaccurate, in any case such that the
related closing conditions contained in the VisionWave Business Combination Agreement are not satisfied, subject to customary exceptions
and cure rights;

 by
VisionWave if Bannix or the Bannix Securities are no longer listed on the NASDAQ or another national securities exchange; or

 by
either Bannix or VisionWave if the special meeting of shareholders is held and has concluded, Bannix shareholders have duly voted, and
the Required Shareholder Approval is not obtained.

 F- 15

 The
VisionWave Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made
to each other as of the date of the VisionWave Business Combination Agreement or other specific dates. The assertions embodied in those
representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important
qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular, the assertions
embodied in the representations and warranties in the VisionWave Business Combination Agreement were made as of a specified date, are
modified or qualified by information in one or more confidential disclosure letters prepared
in connection with the execution and delivery of the VisionWave Business Combination Agreement, may be subject to a contractual standard
of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk
between the parties. Accordingly, the representations and warranties in the VisionWave Business Combination Agreement are not necessarily
characterizations of the actual state of facts about Bannix, the VisionWave Shareholder or VisionWave at the time they were made or otherwise
and should only be read in conjunction with the other information that Bannix makes publicly available in reports, statements and other
documents filed with the SEC.

 Ancillary
Agreements

 Pursuant
to the VisionWave Business Combination Agreement, Bannix, Instant Fame, and VisionWave enter into the sponsor letter agreement (the "VisionWave
Sponsor Letter Agreement") dated March 26, 2024, pursuant to which the Instant Fame agreed to, among other things, support and vote
in favor of the VisionWave 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 VisionWave Sponsor Letter Agreement.
Further, the VisionWave enter into, executed and delivered to Bannix a transaction support agreement (collectively, the "VisionWave
Transaction Support Agreement"), pursuant to which the VisionWave Shareholder agreed to, among other things, support and provide
any necessary votes in favor of the VisionWave Business Combination Agreement and ancillary agreements.

 Nasdaq Notices

 On August 22, 2023, the Company
received a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company
has not yet filed its Form 10-Q for the quarter ended June 30, 2023, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1),
which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the
"SEC"). The Company filed its Form 10-Q for the quarter ended June 30, 2023 on October 4, 2023 and regained compliance with
the Nasdaq.

 On January 9, 2024, the Company received a notice from the Listing Qualifications
Department of Nasdaq stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year
ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company
had 45 calendar days (or until February 23, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant
the Company up to 180 calendar days from its fiscal year end, or until June 28, 2024, to regain compliance. On March 8, 2024, the Company
held its annual meeting to regain compliance with the Nasdaq Listing Rule 5620(a).

 On April 25, 2024, the Company received a notice from
Nasdaq stating that because the Company has not yet filed its Company's Annual Report on Form 10-K for the year ended December 31,
2023, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required
periodic financial reports with the SEC.

 This notification has no
immediate effect on the listing of the Company's shares on Nasdaq. However, if the Company fails to timely regain compliance with
the Nasdaq Listing Rule, the Company's common stock will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company has
60 calendar days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company's plan,
then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K to regain compliance.

 New Auditors

 On September 7, 2023, the
Board of Directors (the "Board") of the Company approved the engagement of RBSM LLP ("RBSM") as the Company's
new independent registered public accounting firm for the fiscal year ending December 31, 2023 and 2022, effective September 7, 2023.
In connection with the selection of RBSM, the Company dismissed Marcum LLP ("Marcum") as the Company's independent registered
public accounting firm on September 8, 2023.

 Liquidity, Capital Resources,
and Going Concern

 As of December 31, 2023,
the Company had $ 232,278 in cash and a working capital deficit of $ 3,701,077.

 F- 16

 The Company's liquidity
needs through December 31, 2023, 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 December 31, 2023, and 2022, there were no loans associated with the Working Capital Loans. As of December
31, 2023, the Company owed $ 1,213,600 to the Former Sponsor, the Sponsor and related parties. See Note 5 for further disclosure of Former
Sponsor, Sponsor and related party loans.

 As additional sources of funding, the Company issued
unsecured promissory notes to Evie Autonomous LTD with a principal amount of $ 974,015 (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 September 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, identifying and evaluating prospective
initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to merge with or acquire, and structuring, negotiating and consummating the 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 September 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.

 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 financial statements.

 These 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 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.

 F- 17

 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.

 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.

 F- 18

 NOTE 2 — SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statements are
presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant
to the rules and regulations of the SEC.

 Emerging Growth Company Status

 The Company is an "emerging growth company,"
as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities Act"), as modified by the
Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 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.

 Cash and Cash Equivalents

 The Company considers all short-term investments with
an original maturity of three months or less when purchased to be cash equivalents. The Company did no t have any cash equivalents as of
December 31, 2023 and 2022 other than its investments held in the Trust Account.

 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. The Company has not experienced losses on these accounts.

 F- 19

 Fair Value of Financial
Instruments

 The fair value of the Company's cash, current
assets and current liabilities approximates the carrying amounts represented in the accompanying balance sheets, due to their short-term nature.

 Fair value is defined as the price which would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows:

 Level 1 Inputs - Unadjusted quoted prices in active
markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 Level 2 Inputs - Inputs other than quoted prices included
in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar
assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds,
credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 Level 3 Inputs - Unobservable inputs for determining
the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants
would use in pricing the assets or liabilities.

 Fair Value of Trust Account

 As of December 31, 2023 and
2022, the assets in the Trust Account were held in a demand deposit account at a bank and money market fund with a broker, respectively.
These money market funds were accounted for at fair value on a recurring basis within Level 1 of the fair value hierarchy.

 Fair Value of Warrant Liability

 The Company accounted for the 7,306,000 warrants issued
in connection with the IPO and private placement in accordance with the guidance contained in ASC Topic 815, "Derivatives and Hedging"
whereby under that provision, the Private Warrants did not meet the criteria for equity treatment and were recorded as a liability and
the Public Warrants met the criteria for equity treatment. Accordingly, the Company classified the Private Warrants as a liability at
fair value upon issuance and adjusts them to fair value at each reporting period. This liability is re-measured at each balance sheet
date until the Private Warrants are exercised or expire, and any change in fair value will be recognized in the Company's statements
of operations.

 Fair Value of Shares and
Private Placement Units acquired by Instant Fame

to a Securities Purchase Agreement between Instant Fame and the Sellers, management of the Company determined the fair value of the shares
and private placement units acquired to be $ 1,453,900. The excess value of the shares and private placement units acquired of $ 1,253,900
is reported as a component of stockholders' equity.

 Common Stock Subject to Redemption

 The Company accounts for its common stock
subject to possible redemption in accordance with the guidance in ASC Topic 480, "Distinguishing Liabilities from
Equity." Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair
value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) are classified as temporary equity and subsequently measured at redemption value. At all other times, shares of common
stock are classified as stockholders' equity. The Company's shares of common stock sold as part of the IPO feature
certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of
uncertain future events. Accordingly, shares of common stock subject to possible redemption are presented at their net carrying
value and classified as temporary equity, outside of the stockholders' equity section of the Company's balance sheet.
The initial carrying value of the common stock subject to redemption is recorded at an amount equal to the proceeds of the public
offering ($69,000,000) less (i) the fair value of the public warrants ($5,796,000) and less (ii) offering costs allocable to the
common stock sold as part of the units in the public offering ($8,712,864). In accordance with the alternative methods described in
ASC Subtopic 480-10-S99-3A(15), "Classification and Measurement of Redeemable Securities." The Company made an
accounting policy election to accrete changes in the difference between the initial carrying amount and the redemption amount
($10.10 per share) over the period from the IPO date to the expected redemption date. For purposes of accretion, the Company has
estimated that it would take 15 months for a Business Combination to occur and accordingly accreted the carrying amount to the
redemption value using the straight line method over that period. Such changes are reflected in accumulated deficit.

 F- 20

 In December 2022, the Company changed the methodology
on a go-forward basis to recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable
common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable
common stock are affected by charges against accumulated deficit. The Company recorded an increase in the redemption value because of
earnings on the Trust Account and additional deposits that exceed amounts payable for taxes. While the Company may use earnings on the
Trust Account to pay its tax obligations, during the year ended December 31, 2023 and 2022, $ 747,493 and $ 49,010, respectively, has been
withdrawn by the Company from the Trust Account to pay its tax obligations.

 In March 2023 in connection with the Special Meeting,
stockholders holding a total of 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, $ 41,077,199 (approximately $ 10.37 per share) was removed
from the Company's Trust Account to pay such holders. Following redemptions, the Company has 5,463,613 shares outstanding.

 On December 31, 2023 and 2022, the common stock subject
to redemption reflected in the balance sheet is reconciled in the following table:

 Schedule of common stock reflected on the balance sheet

 Shares

 Amount

 December 31, 2021

 6,900,000

 $
 58,071,313

 Plus:

 Remeasurement of shares subject to redemption

 12,902,071

 December 31, 2022

 6,900,000

 $
 70,973,384

 Less:

 Redemptions from Trust Account

 ( 3,960,387
)

 ( 41,077,199
)

 Plus:

 Remeasurement of shares subject to redemption

 1,942,965

 Common stock subject to possible redemption on December 31, 2023

 2,939,613

 $
 31,839,150

 Net Loss Income Per Share

 Basic net (loss) income per
share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period.

 For purposes of calculating
diluted (loss) income per common stock, the denominator includes both the weighted-average number of shares of common stock outstanding
during the period and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common
stock equivalents potentially include shares and warrants using the treasury stock method.

 As of December 31, 2023 and
2022, 7,306,000 warrants were excluded from the diluted (loss) income per share calculation since the exercise price of the warrants is
greater than the average market price of the common stock. As a result, this would have been anti-dilutive and therefore net (loss) income
per share is the same as basic (loss) income per share for the period presented.

 Reconciliation of (Loss) Income per Share of Common
Stock

 Basic and diluted (loss) income per share for common
stock is calculated as follows:

 Schedule of reconciliation of loss per share of common stock

 For the Year Ended December 31,

 2023

 2022

 (Loss) income per share of common stock:

 Net (loss) income

 $
)

 $

 Weighted Average Shares of common stock

 6,190,588

 9,424,000

 Basic and diluted (loss) income per share

 $
 ( 0.01
)

 $
 0.00

 F- 21

 Income Taxes

 The Company accounts for
income taxes under ASC 740, "Income Taxes." ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be
established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023
and 2022, the Company's deferred tax asset had a full valuation allowance recorded against it. The Company's effective tax
rate was 120.8 % and 82.6 % for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory
tax rate of 21 % for the year ended December 31, 2023 and 2022, due to state taxes, permanent differences related to Business Combination
expenses, and changes in the valuation allowance on the deferred tax assets.

 ASC 740 also clarifies the
accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and
transition.

 The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that
could result in significant payments, accruals or material deviation from its position.

 The Company has identified
the United States and the State of Delaware as its only "major" tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus
of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 Recent Accounting Pronouncements

 In August 2020, FASB issued Accounting Standards Update
("ASU") 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –
Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments.
ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible
instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's
own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement
to use the if-converted method for all convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 and the standard was
applied on a full retrospective basis. There was no material impact on the Company's financial position, results of operations or
cash flows.

 In December 2023, the FASB issued ASU 2023-09, Income
Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information
within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective
for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company's management does not believe the adoption
of ASU 2023-09 will have a material impact on its financial statements and disclosures.

 The Company's management does not believe that
any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
Company's financial statements.

 Stock Based Compensation

 The Company complies with
ASC 718 Compensation — Stock Compensation regarding Founder Shares granted to directors and an officer of the Company. The acquired
shares shall vest upon the Company consummating an initial Business Combination (the "Vesting Date"). The Founder Shares owned
by the directors or officer (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not
be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has until December 14,
2023 (as extended) to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate
and the shares will become worthless.

 F- 22

 The Founder Shares were issued
on September 8, 2021, and the Founder Shares vest, not upon a fixed date, but upon consummation of an initial Business Combination. Since
the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of
the Founder Shares as of September 8, 2021. The valuation resulted in a fair value of $ 7.48 per share as of September 8, 2021, or an aggregate
of $ 972,400 for the 130,000 Founder Shares. The Founder Shares were granted at no cost to the recipients. The excess fair value over the
amount paid is $ 972,400, which is the amount of share-based compensation expense which the Company will recognize upon consummation of
an initial business combination.

 NOTE 3 — INITIAL PUBLIC OFFERING

 On September 14, 2021, the
Company consummated its IPO and sold 6,900,000 Units at a purchase price of $10.00 per Unit, which was inclusive of the underwriters'
full exercise of their over-allotment option, generating gross proceeds of $ 69,000,000. Each Unit that the Company sold had a price of
$ 10.00 and consisted of one share of common stock, one warrant to purchase one share of common stock and one right. Each warrant will
entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. Each warrant will become
exercisable on the completion of the initial Business Combination and will expire five years after the completion of the initial Business
Combination, or earlier upon redemption or liquidation. Each right entitles the holder to buy one tenth of one share of common stock.
The common stock, warrants and rights comprising the Units have begun separate trading. At the time that the common stock, warrants and
rights comprising the Units began separate trading, holders will hold the separate securities and no longer hold Units (without any action
needing to be taken by the holders), and the Units will no longer trade.

 All of the shares of common
stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection
with the Company's liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in
connection with certain amendments to the Company's certificate of incorporation. In accordance with SEC and its staff's guidance
on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the
Company require common stock subject to redemption to be classified outside of permanent equity.

 NOTE 4 — PRIVATE PLACEMENT

 Simultaneously with the closing
of the IPO and the sale of the Units, 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 approximately
$1,105,000 in loans and a promissory note due to them. Each Private Placement Unit consisted 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.

to the SPA, the Sponsor acquired an aggregate of 385,000 shares of common stock and 90,000 Private Placement Units of the Company from
the Sellers in a private transaction. Management of the Company determined the fair value of the shares and Private Placement Units acquired
to be $ 1,453,900. The excess value of the shares and Private Placement Units acquired of $ 1,253,900 is reported as a component of stockholders'
equity.

 NOTE 5 — PROMISSORY NOTE TO EVIE
AUTONOMOUS LTD AND EVIE AUTONOMOUS GROUP LTD.

 The Company's unsecured 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.

 At December 31, 2023 and
2022 the Company owes Evie Autonomous LTD $ 974,015 and $ 0 and reports this as promissory notes – Evie on the balance sheets.

 F- 23

 NOTE 6— RELATED
PARTY TRANSACTIONS

 Founder Shares

to an SPA, 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 Former Sponsor, Sponsor,
Other Investors, Anchor Investors, directors and officer have agreed not to transfer, assign or sell the Founder Shares until the earlier
to occur of: (A) one year after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation,
merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the public stockholders
having the right to exchange their shares of common stock for cash, securities or other property. The Company refers to such transfer
restrictions as the "lock-up". Notwithstanding the foregoing, if the last sale price of the common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released
from the lock-up.

 At December 31, 2023 and
2022, there were 2,524,000 non-redeemable shares outstanding owned or controlled by the Former Sponsor, Sponsor, Other Investors, Anchor
Investors, directors and officers.

 Working Capital Loans
– Former Sponsor and Sponsor

 In order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers
and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination,
the Company would repay the loans out of the proceeds of the Trust Account released to the Company. Otherwise, the loans would be repaid
only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion
of the working capital held outside the Trust Account to repay the loans but no proceeds from the Trust Account would be used to repay
the loans. On December 31, 2023 and 2022, there were no loans outstanding under the working capital loan program.

 Commitment of Funds –
Former Sponsor

 Yezhuvath agreed to contribute to the Company of $ 225,000
as a capital contribution at the time of the Business Combination with the proceeds to be used to pay the deferred
underwriters' discount. Yezhuvath has agreed to forgive this amount without any additional securities being issued against
it.

 Due to Related Parties

 The balance on December 31,
2023 and 2022 in Due to Related Parties totaled $ 1,213,600 and $ 1,002,850, respectively, consists of the following transactions:

 Schedule of due to related parties

 2023

 2022

 Borrowings from Suresh Yezhuvath

 $

 23,960

 $

 23,960

 Expenses paid by Subash Menon

 3,557

 3,557

 Repurchase 700,000 shares of common stock from Bannix Management LLP

 7,000

 7,000

 Expenses paid by related party

 —

 Administrative Support Agreement

 138,333

 78,333

 Securities Purchase Agreement

 200,000

 200,000

 Promissory Notes with Instant Fame

 840,000

 690,000

 $

 1,213,600

 $

 1,002,850

 F- 24

 On December 13, 2022, the
Company issued an unsecured promissory note in favor of Instant Fame, in the principal amount of $ 690,000. In March and April 2023 the
Company issued additional unsecured promissory notes to Instant Fame for $ 75,000 for each promissory note. At December 31, 2023 and 2022,
there was $ 840,000 and $ 690,000 outstanding on these promissory notes.

 The promissory notes are
non-interest bearing and repayable on the consummation of a Business Combination. If a Business Combination is not consummated the promissory
notes will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Company has funds available to
it outside of the Trust Account.

 Administrative Support
Agreement

 The Company has agreed to pay an affiliate
of the Sponsor for office space, secretarial and administrative services provided to members of the management team, in the amount of
$5,000 per month. Upon completion of the initial Business Combination or the Company's liquidation, it will cease paying these monthly
fees. For the year ended December 31, 2023 and 2022, the Company incurred $ 60,000 pursuant to the agreement and owed $ 138,333 and $ 78,333
related to the Administrative Support Agreement. These amounts are reported as a component of due to related parties on the balance sheet.

 NOTE 7 — COMMITMENTS

 Registration Rights

 The holders of the Founder
Shares, Private Placement Units and warrants that may be issued upon conversion of related party loans will have registration rights to
require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed
prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration
demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have "piggy-back"
registration rights to include their securities in other registration statements filed by the Company.

 Underwriters Agreement

 The underwriters are entitled
to a deferred underwriting discount of $ 225,000 solely in the event that the Company completes a Business Combination, subject to the
terms of the underwriting agreement. Additionally, the underwriters are entitled to a Business Combination marketing fee of 3.5% of the
gross proceeds of the sale of Units in the IPO upon the completion of the Company's initial Business Combination subject to the
terms of the underwriting agreement. No marketing efforts were done to the date of this financial statements.

 The Company issued the underwriter
(and/or its designees) (the "Representative") 393,000 shares of common stock for $0.01 per share (the "Representative
Shares") upon the consummation of the IPO. The Company accounted for the estimated fair value ($2,861,000) of the Representative
Shares as an offering cost of the IPO and allocated such cost against temporary equity for the amount allocated to the redeemable shares
and to expense for the allocable portion relating to the warrant liability. These shares of common stock issued to the underwriter are
subject to an agreement in which the underwriter has agreed (i) not to transfer, assign or sell any such shares until the completion of
the Business Combination. In addition, the underwriter (and/or its designees) has agreed (i) to waives its redemption rights with respect
to such shares in connection with the completion of the Business Combination and (ii) to waive its rights to liquidating distributions
from the Trust Account with respect to such shares if it fails to complete the Business Combination within the time specified in its certificate
of incorporation. Accordingly, the fair value of such shares is included in stockholders' equity. As of December 31, 2023
and 2022, the Representative has not yet paid for these shares, and the amount owed of $ 3,930 is included in prepaid expenses on the balance
sheets.

 Excise Tax

 In connection with the vote
to approve the Charter Amendment Proposal, holders of 3,960,387 shares of Common Stock properly exercised their right to redeem their
shares of Common Stock for an aggregate redemption amount of $ 41,077,199. As such the Company has recorded a 1% excise tax liability in
the amount of $ 410,772 on the balance sheet as of December 31, 2023. The liability does not impact the statements of operations and is
offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

 F- 25

 Other Investors

 Other Investors were granted
an aggregate of 16,668 Founder Shares at no costs from Suresh Yezhuvath in March 2021. The Company valued the Founder Shares at approximately
$ 0.65 per share or $ 10,834 in the aggregate at the date of the grant.

 The Other Investors have
not been granted any stockholder or other rights that are in addition to those granted to the Company's other public stockholders.
The Other Investors will have no rights to the funds held in the Trust Account with respect to the Founder Shares held by them. The Other
Investors will have the same rights to the funds held in the Trust Account with respect to the common stock underlying the Units they
purchase at the IPO as the rights afforded to the Company's other public stockholders.

 Anchor Investors

 The Anchor Investors entered
into separate letter agreements with the Company and the Former Sponsor pursuant to which, subject to the conditions set forth therein,
the Anchor Investors purchased, upon the closing of the IPO on September 14, 2021, 181,000 Private Placement Units and 762,500 Founder
Shares on September 9, 2021 ("Anchor Shares" in the total). The Company valued the Founder Shares at $ 7.48 per share at the
date of the purchase.

 The Anchor Investors have
not been granted any stockholder or other rights that are in addition to those granted to the Company's other public stockholders
and purchased the Founder Shares for nominal consideration with an excess of the fair value of $ 3,244,453. Each Anchor Investor has agreed
in its individually negotiated letter agreement entered into with the Company to vote its Anchor Shares to approve the Company's
initial Business Combination. The Anchor Investors will have no rights to the funds held in the Trust Account with respect to the Anchor
Shares held by them. The Anchor Investors will have the same rights to the funds held in the Trust Account with respect to the common
stock underlying the Units they purchase at the IPO (excluding the common stock included in the Private Placement Units purchased) as
the rights afforded to the Company's other public stockholders.

 NOTE 8 — STOCKHOLDERS' DEFICIT

 Preferred Stock —
The Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.01 per share, with such designations, voting and
other rights and preferences as may be determined from time to time by the Company's board of directors. As of December 31, 2023
and 2022, there were no shares of preferred stock issued or outstanding.

 Common
Stock — The Company is authorized to issue 100,000,000
shares of common stock with par value of $ 0.01
each. As of December 31, 2023 and 2022, there were 3,961,500 6,901,113 10,861,500 shares of common stock issued and 2,524,000
shares of common stock outstanding, excluding 2,939,613
and 6,900,000
shares subject to possible redemption, respectively. Each share of common stock entitles the holder to one vote.

 Treasury Stock
— On June 21, 2021 the Former Sponsor agreed to deliver the Company 1,437,500 shares of common stock beneficially owned by the Former
Sponsors.

 Rights —
Except in cases where the Company is not the surviving company in the Business Combination, each holder of a right will automatically
receive one-tenth (1/10) of a share of common stock upon consummation of the Business Combination, even if the holder of a right converted
all shares held by him, her or it in connection with the Business Combination or an amendment to the Company's Certificate of Incorporation
with respect to its pre-Business Combination activities. In the event that the Company will not be the surviving company upon completion
of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive
the one-tenth (1/10) of a share of common stock underlying each right upon consummation of the Business Combination. No additional consideration
will be required to be paid by a holder of rights in order to receive his, her or its additional share of common stock upon consummation
of Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates
of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving
entity, the definitive agreement will provide for the holders of the rights to receive the same per share consideration the holders of
shares of common stock will receive in the transaction on an as-converted into common stock basis.

 F- 26

 NOTE 9 — WARRANT LIABILITY

 The Company accounted for
the 7,306,000 warrants issued in connection with the IPO and private placement in accordance with the guidance contained in ASC Topic
815 "Derivatives and Hedging" whereby under that provision, the Private Warrants did not meet the criteria for equity treatment
and were recorded as a liability. Accordingly, the Company classified the Private Warrants as a liability at fair value and adjusts them
to fair value at each reporting period. This liability is re-measured at each balance sheet date until the Private Warrants are exercised
or expire, and any change in fair value will be recognized in the Company's statement of operations. The fair value of the Private
Warrants was estimated using a modified Black-Scholes model. The valuation models utilize inputs such as assumed share prices, volatility,
discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such Private Warrant classification
is also subject to re-evaluation at each reporting period. The Public Warrants met the classification for equity treatment.

 Each warrant entitles the holder to purchase
one share of the Company's common stock at a price of $ 11.50 per share, subject to adjustment as discussed herein. In addition,
if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of
its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of common stock (with such issue
price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance
to the Company's Sponsors or its affiliates, without taking into account any Founder Shares held by the Company's Sponsors
or its affiliates, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination
on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading
price of the Company's common stock during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates the initial Business Combination (such price, the "Market Value") is below $ 9.20 per share, the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $ 18.00 per share redemption trigger
price described below under "Redemption of warrants" will be adjusted (to the nearest cent) to be equal to 180% of the Market
Value.

 The warrants will become exercisable on
the later of 12 months from the closing of this offering or upon completion of its initial Business Combination and will expire five years
after the completion of the Company's initial Business Combination, at 5:00 p.m., Eastern Time, or earlier upon redemption or liquidation.

 Redemption of warrants

 The Company may call the warrants for redemption
(excluding the private warrants, and any warrants underlying Units issued to the Sponsors, initial stockholders, officers, directors or
their affiliates in payment of related party loans made to the Company), in whole and not in part, at a price of $ 0.01 per warrant:

 at any time
 while the warrants are exercisable,

 upon not less than 30
 days prior written notice of redemption to each warrant holder,

 if,
 and only if, the reported last sale price of the common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock
 dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third trading
 business day prior to the notice of redemption to warrant holders, and

 if,
 and only if, there is a current registration statement in effect with respect to the issuance of the shares underlying such warrants
 at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption.

 If the Company calls the warrants for redemption
as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a "cashless
basis." If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their
warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares
of common stock underlying the warrants, multiplied by the excess of the "fair market value" (defined below) over the exercise
price of the warrants by (y) the fair market value. The "fair market value" shall mean the average reported last sale
price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants.

 F- 27

 If the Company is unable
to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,
holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the
Company's assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

 The following presents the
Company's fair value hierarchy for the 406,000 Private Warrants issued which are classified as liabilities measured at fair value
as of December 31, 2023:

 Schedule of changes in fair value of liabilities

 Level 1

 Level 2

 Level 3

 Private Warrants

 $
 —

 $
 —

 $
 4,060

 Total

 $
 —

 $
 —

 $
 4,060

 The following presents the
Company's fair value hierarchy for the 406,000 Private Warrants issued which are classified as liabilities measured at fair value
as of the December 31, 2022:

 Level 1

 Level 2

 Level 3

 Private Warrants

 $
 —

 $
 —

 $

 Total

 $
 —

 $
 —

 $

 The following table summarizes key inputs and the models used in the valuation
of the Company's Private Warrants:

 Schedule of private warrants

 2023

 2022

 Valuation Method Utilized

 Modified Black Scholes

 Modified Black Scholes

 Stock Price

 $
 10.77

 $
 10.17

 Exercise Price

 $
 11.50

 $
 11.50

 Expected Term (years)

 1.2

 2.7

 Volatility

 1.56
 %

 1.3
 %

 Risk-free rate

 3.84
 %

 3.99
 %

 Probability of completing a Business Combination

 %

 %

 The
following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company's warrants
classified as Level 3 for the period ended December 31, 2023 and 2022:

 Schedule of fair value of warrant liability

 Fair value of the Private Placement Warrants measured with level 3

 December 31, 2021

 $
 194,880

 Change in fair value

 ( 182,700
)

 December 31, 2022

 $

 December 31, 2022

 $

 Change in fair value

 ( 8,120
)

 December 31, 2023

 $
 4,060

 NOTE 10 — INCOME TAX

 The Company's net deferred tax assets
(liability) at December 31, 2023 and 2022 are as follows:

 F- 28

 Schedule of net deferred
 tax assets liability

 2023

 2022

 Deferred tax asset

 Organizational costs/Start-up costs

 $
 407,134

 $
 301,024

 Unrealized gain/loss – Trust

 —

 ( 66,997
)

 Total deferred tax asset

 407,134

 234,027

 Valuation allowance

 ( 407,134
)

 ( 301,024
)

 Deferred tax asset (liability), net of allowance

 $
 —

 $
 ( 66,997
)

 The income tax provision for the year
ended December 31, 2023 and 2022 consists of the following:

 Schedule of income tax provision

 2023

 2022

 Federal

 Current

 $
 379,913

 $
 111,278

 Deferred

 ( 231,488
)

 ( 92,863
)

 State

 Current

 —

 45,007

 Deferred

 —

 ( 38,139
)

 Change in valuation allowance

 181,205

 197,999

 Income tax provision

 $
 329,630

 $
 223,282

 The Company's had no net operating
loss carryforward as of December 31, 2023 and 2022.

 In assessing the realization of the deferred
tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of
the information available, management believes that significant uncertainty exists with respect to future realization of the deferred
tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the
valuation allowance was $ 181,205 and $ 197,999, respectively.

 A reconciliation of the federal income
tax rate to the Company's effective tax rate at December 31, 2023 and 2022 is as follows:

 Schedule of effective federal income tax rate

 2023

 2022

 Statutory federal income tax rate

 21.0

 %

 21.0

 %

 State taxes, net of federal tax benefit

 0.0

 %

 7.0

 %

 Permanent book/tax differences:

 Business Combination related expenses

 33.7

 %

 0.0

 %

 Change in fair value of warrant liability

 ( 0.6

)%

 ( 18.9

)%

 Delaware tax penalty and interest

 0.3

 %

 0.0

 %

 Change in valuation allowance

 66.4

 %

 73.5

 %

 Income tax provision

 120.8

 %

 82.6

 %

 The Company files income tax returns in
the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities,
since inception.

 NOTE 11 - SUBSEQUENT EVENTS

 The Company evaluated subsequent events
and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this
review, other than stated in the above notes and below, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the financial statements.

 F- 29

 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.

 Evie Initial Business Combination Termination

 As previously disclosed,
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"), which provided for 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 85,000,000 shares of common stock of Bannix, $ 0.01 par
value per share, pursuant to which EVIE Group will become a direct wholly owned subsidiary of Bannix.

 Section 7.1(b) of the Business Combination Agreement
provides that Bannix may terminate the Business Combination Agreement and abandon the acquisition of EVIE Group by Bannix in the event
EVIE Group or the EVIE Group Shareholder has failed to perform any condition or agreement on the part of EVIE Group or EVIE Group Shareholder
set forth in the Business Combination Agreement. Specifically, Section 5.21 of the Business Combination Agreement requires that if requested
in writing by Bannix, EVIE Group shall loan, or procure a loan to Bannix such additional sums as Bannix may reasonably require.

 On March 11, 2024, 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. An initial notice was sent by Bannix to EVIE Group and the EVIE Group Shareholder on January 12, 2024, and on February
22, 2024, which was subsequently withdrawn to resolve the failure of EVIE Group and the EVIE Group Shareholder to loan or procure a loan
to Bannix.

 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.

 PPA Termination

 On August 8, 2023, the Company entered into a Patent
Purchase Agreement ("PPA") with GBT Tokenize Corp. ("Tokenize"), which is 50% owned by GBT Technologies Corp.
("GBT"), where GBT provided its consent, to acquire the entire right, title, and interest of the Patents. The closing date
of the PPA was set to be immediately following the closing of the Business Combination Agreement ("BCA") by the Company with
EVIE Autonomous Group Ltd. ("EVIE"). On March 11, 2024, Bannix sent EVIE and the shareholder
of EVIE a notice providing that the Business Combination Agreement has been terminated ("BNIX EVIE Termination Letter") As
the PPA was contingent upon Bannix closing the acquisition of EVIE and due to the BNIX EVIE Termination Letter, on March 19, 2024 Bannix
and Tokenize agreed to terminate the PPA which was consented to by GBT.

 Annual Shareholder's meeting

 As approved by its stockholders at the Annual Meeting
(defined below), on March 8, 2024, the Company and Continental Stock Transfer & Trust Company (the "Trustee") entered
into an amendment, dated March 8, 2024 (the "Trust Amendment") to the Investment Management Trust Agreement, dated as of September
14, 2021, by and between the Company and the Trustee, as previously amended.

 In connection with the vote on the Extension Amendment and 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 will have 4,081,747
shares outstanding. Additionally, the company recognized an additional excise tax equal to 1 % of the value of the redeeming shares or
approximately $ 151,344.

 F- 30

 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

 As approved by its stockholders at the Annual Meeting
of Stockholders of the Company held on March 8, 2024 (the "Annual Meeting"), the Co mpany
filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on March 8, 2024 (the
"March 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 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, Instant Fame, LLC, a Nevada limited liability company, upon five days' advance notice prior to the applicable deadline
 date, 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").

 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 in order to expand the methods that the Company
 may employ so as not to become subject to the "penny stock" rules of the United States Securities and Exchange Commission
 (the "NTA Amendment").

 Submission of Matters to a Vote of
Security Holders.

 On March 8, 2024, the Company held the Annual Meeting.
On February 7, 2024, the record date for the Annual Meeting, there were 5,463,613 shares of common stock of the Company entitled to be
voted at the Annual Meeting. At the Annual Meeting, 5,084,314 shares of common stock of the Company or 93.05% of the shares entitled to
vote at the Annual Meeting were represented in person or by proxy. Stockholders voted on the matters set forth below.

 Proposed New Business
Combination – VisionWave Technologies

 On March 26, 2024, Bannix, VisionWave Technologies
Inc., a Nevada corporation (the " Company "), and the shareholders of the Company (the " Company Shareholder "),
entered into a Business Combination Agreement (the " Business Combination Agreement "), pursuant to which, subject to
the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, Bannix will acquire all of the issued
and outstanding share capital of the Company from the Company Shareholders in exchange for the issuance of 3,000,000 new shares of common
stock of Bannix, $ 0.01 par value per share (the " Common Stock "), pursuant to which the Company will become a direct
wholly owned subsidiary of Bannix (the " Share Acquisition ") and (b) the other transactions contemplated by the Business
Combination Agreement and the Ancillary Documents referred to therein (collectively, the " Transactions ").

 Appointment of Chief Financial Officer

 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. Except as set forth below, Mr. Klinger has not had
direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant,
exceeding $120,000. The Company and Mr. Klinger entered into an Executive Retention Agreement dated April 10, 2024 pursuant to which Mr.
Klinger agreed to serve as Chief Financial Officer in consideration of an annual salary of $ 120,000. The Company and Mr. Klinger also
entered into an Indemnification Agreement. The employment of Mr. Klinger is at will and may be terminated at any time, with or without
formal cause.

 F- 31

 Mr. Klinger serves as Chief Financial Officer for
the company. Mr. Klinger's recent work has focused on providing advisory services to growing companies that have significant recurring
revenues, including providing advice on mergers and acquisitions and fractional CFO services to those companies. From 2020-2023, Mr. Klinger
was the CEO of CIMfinity, which provides enhanced distribution for M&A deals in certain industries that have stalled or are slow-moving,
and from 2016-2020 Mr. Klinger was the Chief Financial Officer and Head of Corporate Development of Gopher Protocol Inc., an OTCQB company.
As an investment banker, he sold a business engaged in healthcare software in 2012, and then served as an advisor to that company from
2013-2016. From 2003-2011, Mr. Klinger was co-founder and Chief Executive Officer of Mindshift Partners, which provided CFOs and Controllers
for publicly-traded and privately-held companies. Prior to those experiences, Mr. Klinger worked in private equity, with a focus on leveraged
buyouts. From 1992 to 1997, Mr. Klinger worked at Andersen Consulting and then at Price Waterhouse. Mr. Klinger earned a Bachelor's
Degree from Dartmouth College and an MBA in Finance from the Anderson School of Management at UCLA.

 Extensions to Complete
the Initial Business Combination

 As previously disclosed,
at an annual meeting of the stockholders of Bannix held on March 8, 2024, Bannix's stockholders voted in favor of a proposal to
amend Bannix's Amended and Restated Certificate of Incorporation (as amended, the "Amended Charter") 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, 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 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 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

 Also, as previously disclosed,
if an Extension is implemented, the sponsor of Bannix, Sponsor or its designees will deposit into the trust account, as a loan, the lesser
of (x) $25,000 or (y) $0.05 per public share multiplied by the number of public shares outstanding (the "Contribution"),
in connection with each Extension.

 From January 1, 2024 until the filing of this Form 10-K, the Company has
deposited $225,000 in the Trust Account to extend the Deadline Date to June 14, 2024.

 Nasdaq notice

 On January 9, 2024, the
Company received a notice from the Listing Qualifications Department of Nasdaq stating that the Company failed to hold an annual meeting
of stockholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance
with Nasdaq Listing Rule 5810(c)(2)(G), the Company had 45 calendar days (or until February 23, 2024) to submit a plan to regain compliance
and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 28, 2024,
to regain compliance. On March 8, 2024, the Company held its annual meeting to regain compliance with the Nasdaq Listing Rule 5620(a).

 On April 25, 2024, the Company received
a notice (the "Notice") from Nasdaq stating that because the Company has not yet filed its Annual Report on Form 10-K for
the year ended December 31, 2023, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies
to timely file all required periodic financial reports with the Securities and Exchange Commission (the "SEC").

 This notification has no immediate effect
on the listing of the Company's shares on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq Listing
Rule, the Company's common stock will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company has 60 calendar days
to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company's plan, then Nasdaq
may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K to regain compliance. If Nasdaq does not accept
the Company's plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

 On May 23, 2024, the Company
received a notice from Nasdaq stating that because the Company has not yet filed its Company's Form 10-Q for the period ended March
31, 2024 and because the Company remains delinquent in filing its Form 10-K for the fiscal year ended December 31, 2023, the Company is
not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial
reports with the Securities and Exchange Commission (the "SEC"). This notification has no immediate effect on the listing
of the Company's shares on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule, the Company's
common stock will be subject to delisting from Nasdaq. In accordance with Nasdaq letter dated April 24, 2024, the Company has
until June 24, 2024 to submit a plan to regain compliance with respect to these delinquent reports. If Nasdaq accepts the Company's
plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date (or October 16, 2024) for filing the Form 10-K to
regain compliance. If Nasdaq does not accept the Company's plan, then the Company will have the opportunity to appeal that decision
to a Nasdaq Hearings Panel.