8-K 1 tm2131270d1_8k.htm FORM 8-K
















Date of Report (Date of earliest event reported): October 28, 2021


(Exact name of registrant as specified in its charter)
Delaware 001-40784 86-2670267
(State or other jurisdiction
of incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)

1633 W. Innovation Way, 5th Floor

Lehi, UT

(Address of principal executive offices) (Zip Code)
(801) 447-1534
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Units, each consisting of one share of Class A

Common Stock, $0.0001 par value, and
one-half of one redeemable warrant

  BNNRU   The NASDAQ Stock Market LLC
Class A Common Stock, par value $0.0001 per share   BNNR   The NASDAQ Stock Market LLC

Warrants, each whole warrant exercisable for one

share of Class A Common Stock at an exercise price

of $11.50 per share

  BNNRW   The NASDAQ Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


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. ¨







Item 7.01Regulation FD Disclosure.


On October 28, 2021, Banner Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and redeemable warrants included the Units commencing on October 29, 2021. Each Unit consists of one shares of Class A Common Stock and one-half of one redeemable warrant the Company. Each whole warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Those Units not separated will continue to trade on the NASDAQ Stock Market (the “NASDAQ”) under the symbol “BNNRU,” and each of the shares of Class A Common Stock and whole redeemable warrants that are separated will trade on the NASDAQ under the symbols “BNNR” and “BNNRW,” respectively. Holders of the Units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and redeemable warrants.


In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached press release included as Exhibit 99.1 to this report is deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.


Item 9.01Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.


Description of Exhibits

99.1   Press Release, dated October 28, 2021.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: October 28, 2021
  By: /s/ Tanner Ainge
  Name: Tanner Ainge
  Title: Chief Executive Officer