UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Bannix
Acquisition Corp. |
(Name
of Issuer) |
Common
Stock, par value $0.01 per share |
(Title
of Class of Securities) |
G8028L
107 |
(CUSIP
Number) |
Instant
Fame LLC |
10620
Southern Highlands Suite 110-151
Las Vegas, NV 89141 |
(747)
226-8616 |
(Name,
Address and Telephone Number of Person Authorized to |
Receive
Notices and Communications) |
October
20, 2022 |
(Date
of Event Which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1 |
Names of Reporting Persons.
Instant Fame LLC |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) ☐ |
|
(b)
☐ |
3 |
SEC Use Only |
4 |
Source of Funds (See Instructions):
WC |
5 |
Check if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e):
☐ |
6 |
Citizenship or Place of Organization.
Nevada |
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
574,000 |
|
8 |
Shared Voting Power
0 |
|
9 |
Sole Dispositive Power
574,000 |
|
10 |
Shared Dispositive Power
0 |
11 |
Aggregate Amount Beneficially Owned by Each
Reporting Person
574,000 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
13 |
Percent of Class Represented by Amount
in Row (11)
5.7% |
14 |
Type of Reporting Person (See Instructions)
OO |
|
|
|
|
Item 1. |
Security and Issuer. |
This
statement on Schedule 13D (the “Schedule 13D”) relates to the Common Stock, par value $0.01 per share (the “Common Shares”),
of Bannix Acquisition Corp. a Delaware corporation (the “Issuer”) whose principal executive offices are located at 8265 West
Sunset Blvd., Suite #107, West Hollywood, CA 90046. On October 20, 2022, pursuant to a Securities Purchase Agreement, Instant Fame LLC,
a Nevada limited liability company, 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
(collectively, the “Securities”) from Suresh Yezhuvath (collectively, the “Sellers”) in a private transaction.
The Sellers immediately loaned the entire proceeds to the Issuer for the working capital requirements of the Issuer. 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.
Item 2. |
Identity and Background |
The Schedule 13D is being filed
by the following person (the “Reporting Person”):
Instant Fame LLC (“Instant”)
Instant is organized under the
laws of the State of Nevada. Douglas Davis, CEO and Co-Chairman of the Issuer, and Roey Benjamin Schnapp are managers of Instant. The
address for the principal business office of the Reporting Person is 8265 West Sunset Blvd., Suite #107, West Hollywood, CA 90046.
The principal business of Instant
is investing in securities, including the securities of the Issuer.
During the last five years, each
one of the Reporting Person (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. |
Source and Amount of Funds or Other Consideration. |
The aggregate purchase price
for the Securities was $200,000. The source of these funds was the working capital of Instant.
Item 4. |
Purpose of Transaction |
On October 20, 2022, pursuant to a Securities Purchase
Agreement, Instant 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 (collectively, the
“Securities”) from Suresh Yezhuvath (collectively, the “Sellers”) in a private transaction. The Sellers immediately
loaned the entire proceeds to the Issuer for the working capital requirements of the Issuer. 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.
Other than as described above,
the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items
4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose
or formulate different plans or proposals with respect thereto at any time.
Item 5. |
Interest in Securities of the Issuer |
(a) – (b)
The following sets forth, as
of the date of this Schedule 13D, the aggregate number of Common Shares and percentage of Common Shares beneficially owned by the Reporting
Person, as well as the number of Common Shares as to which the Reporting Person has the sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the
disposition of, as of the date hereof, based on 9,424,000 Common Shares outstanding as of October 20, 2022.
Reporting Person | |
Amount beneficially owned | |
Percent of class | |
Sole power to vote or to direct the vote | |
Shared power to vote or to direct the vote | |
Sole power to dispose or to direct the disposition | |
Shared power to dispose or to direct the disposition |
Instant Fame LLC | |
| 574,000 | | |
| 5.7 | % | |
| 574,000 | | |
| 0 | | |
| 574,000 | | |
| 0 | |
The securities reported above
are held of record by Instant and include: (i) 475,000 Common Shares, (ii) a right to acquire 9,000 Common Shares and (ii) a redeemable
warrant to purchase 90,000 Common Shares that may be exercised at $11.50 per share.
Instant is the record holder
of the securities reported herein. Douglas Davis and Roey Benjamin Schnapp are the managers of Instant.
(c) The Reporting Person
has not effected any transactions of the Issuer’s Common Shares during the 60 days preceding the date of this report, except as
described in Item 4 of this Schedule 13D, which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 4 above summarizes certain
provisions of the Securities Purchase Agreement and is incorporated herein by reference. A copy of the agreement are attached as an exhibit
to this Schedule 13D and is incorporated herein by reference.
Except as set forth herein, the
Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to
any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the
transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. |
Materials to be Filed as Exhibits |
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 8, 2022
|
INSTANT FAME LLC |
|
|
|
|
Name: |
/s/ Douglas Davis |
|
Title: |
Douglas Davis |
|
|
Manager |
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