0001104659-21-113286.txt : 20210907 0001104659-21-113286.hdr.sgml : 20210907 20210907131202 ACCESSION NUMBER: 0001104659-21-113286 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210907 FILED AS OF DATE: 20210907 DATE AS OF CHANGE: 20210907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Banner SPAC Sponsor LLC CENTRAL INDEX KEY: 0001852334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40784 FILM NUMBER: 211238885 BUSINESS ADDRESS: STREET 1: 1633 W. INNOVATION WAY STREET 2: 5TH FLOOR CITY: LEHI STATE: UT ZIP: 84043 BUSINESS PHONE: 801-712-3708 MAIL ADDRESS: STREET 1: 1633 W. INNOVATION WAY STREET 2: 5TH FLOOR CITY: LEHI STATE: UT ZIP: 84043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ainge Tanner CENTRAL INDEX KEY: 0001852337 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40784 FILM NUMBER: 211238886 MAIL ADDRESS: STREET 1: 1633 W. INNOVATION WAY STREET 2: 5TH FLOOR CITY: LEHI STATE: UT ZIP: 84043 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Banner Acquisition Corp. CENTRAL INDEX KEY: 0001852332 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1633 W. INNOVATION WAY STREET 2: 5TH FLOOR CITY: LEHI STATE: UT ZIP: 84043 BUSINESS PHONE: 801-712-3708 MAIL ADDRESS: STREET 1: 1633 W. INNOVATION WAY STREET 2: 5TH FLOOR CITY: LEHI STATE: UT ZIP: 84043 3 1 tm2127051-2_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-09-07 0 0001852332 Banner Acquisition Corp. BNNR 0001852337 Ainge Tanner 1633 W. INNOVATION WAY, 5TH FLOOR LEHI UT 84043 1 1 1 0 Chief Executive Officer 0001852334 Banner SPAC Sponsor LLC 1633 W. INNOVATION WAY, 5TH FLOOR LEHI UT 84043 0 0 1 0 Class B Common Stock Class A Common Stock 4122500 I See footnote The Class B Common Stock are convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights and have no expiration date. Includes 562,500 Class B Common Stock that are subject to forfeiture if the underwriter in the Issuer's initial public offering does not exercise its over-allotment option in full. Banner SPAC Sponsor, LLC ("Sponsor") is the record holder of the shares reported herein. Banner Ventures Management, LLC is the managing member of the Sponsor, and Tanner Ainge is the managing member of Banner Ventures Management, LLC. Accordingly, Banner Ventures Management, LLC and Mr. Ainge may be deemed to have or share beneficial ownership of the common stock held directly by the Sponsor. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Tanner Ainge 2021-09-07 /s/ Banner SPAC Sponsor, LLC, by Tanner Ainge as Authorized Person 2021-09-07 EX-24.1 2 tm2127051d2_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

September 7, 2021

Know all by these presents, that the undersigned hereby constitutes and appoints Greg Woodward of Banner Acquisition Corp. (the “Company”), and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

1.            prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

2.            execute for and on behalf of the undersigned with respect to the Company, Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

3.            do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

4.            take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written above.

	Tanner Ainge

	/s/ Tanner Ainge
	Name: Tanner Ainge