Statistiques de base
| CIK | 1852332 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Banner Acquisition Corp - Class A
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| February 14, 2024 |
Banner Acquisition Corp. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Banner Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 06654K200** (CUSIP Number) |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40784 Banner Acquisition Corp. (Exact name of registrant as specified i |
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| May 4, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2023 BANNER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40784 86-2670267 (State or other jurisdiction of incorporation) (Commission Fi |
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| May 4, 2023 |
Exhibit 99.1 Banner Acquisition Corp. Announces Anticipated Redemption of Public Shares and Subsequent Dissolution LEHI, Utah, May 4, 2023 /PRNewswire/ - Banner Acquisition Corp. (the “Company”) (NASDAQ: BNNRU, BNNR, BNNRW) today announced that it will redeem all of its outstanding shares of Class A common stock sold as part of the units in the Company’s initial public offering (whether they were |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-407 |
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| April 17, 2023 |
Exhibit 4.7 DESCRIPTION OF SECURITIES The following description of Banner Acquisition Corp.’s (the “Company,” “we,” “us” or “our”) units, Class A common stock, $0.0001 par value per share (“Class A common stock” or “public shares”), Class B common stock, $0.0001 par value per share (“Class B common stock” or “founder shares” and, together with the Class A common stock, “common stock”), undesignate |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40784 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report |
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| March 7, 2023 |
Banner Acquisition Corp. Announces Letters of Intent for Business Combination EXHIBIT 99.1 Banner Acquisition Corp. Announces Letters of Intent for Business Combination LEHI, UT, March 7, 2023 - Banner Acquisition Corp., a Delaware corporation (“Banner”) (NASDAQ: BNNRU, BNNR, BNNRW), announced today its intent to create, via business combination with multiple targets, a new publicly traded platform focused on the property services sector. Banner has entered into multiple le |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2023 BANNER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40784 86-2670267 (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2023 |
BNNR / Banner Acquisition Corp - Class A / Sculptor Capital LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BANNER ACQUISITION CORP (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06654K101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Banner Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 06654K101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Banner Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 06654K101 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Perio |
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| April 7, 2022 |
Exhibit 4.7 ? DESCRIPTION OF SECURITIES ? The following description of Banner Acquisition Corp.?s (the ?Company,? ?we,? ?us? or ?our?) units, Class A common stock, $0.0001 par value per share (?Class A common stock? or ?public shares?), Class B common stock, $0.0001 par value per share (?Class B common stock? or ?founder shares? and, together with the Class A common stock, ?common stock?), undesig |
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| April 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
NT 10-K 1 tm2210378d3nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40784 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition R |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Banner Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 06654K101 (CUSIP Number) D |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Banner Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 06654K200 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 11, 2022 |
US06654K2006 / Banner Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d304631dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BANNER ACQUISITION CORP (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06654K200 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this State |
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| February 7, 2022 |
Polar Asset Management Partners Inc. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Banner Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06654K101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| February 7, 2022 |
Banner SPAC Sponsor LLC - SCHEDULE 13G SC 13G 1 tm225655d1sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Banner Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06654K 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this S |
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| February 7, 2022 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned ackn |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 15, 2021 |
NT 10-Q 1 tm2128356d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Re |
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| October 28, 2021 |
Exhibit 99.1 Banner Acquisition Corp. Announces Separate Trading of its Class A Common Stock and Redeemable Warrants, Commencing October 29, 2021 Lehi, Utah, October 28, 2021 — Banner Acquisition Corp. (the “Company”) today announced that commencing October 29, 2021, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to separately trade the shares of Class A |
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| October 28, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2021 BANNER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40784 86-2670267 (State or other jurisdiction of incorporation) (Commissi |
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| October 1, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2021 BANNER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40784 86-2670267 (State or other jurisdiction of incorporation) (Commis |
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| October 1, 2021 |
BANNER ACQUISITION CORP. FINANCIAL STATEMENT BANNER ACQUISITION CORP. FINANCIAL STATEMENT Page Pro Forma Balance Sheet (Unaudited) F-2 Note to Pro Forma Financial Statement (unaudited) F-3 F-1 BANNER ACQUISITION CORP. PRO FORMA BALANCE SHEET Actuals as of September 10, 2021 Pro Forma Adjustments (Unaudited) As Adjusted (Unaudited) ASSETS Cash and cash equivalents $ 3,360,717 $ - $ 3,360,717 Prepaid expenses 610,694 - 610,694 Total Current As |
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| September 16, 2021 |
BANNER ACQUISITION CORP. FINANCIAL STATEMENT Exhibit 99.1 BANNER ACQUISITION CORP. FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 10, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholder and the Board of Directors of Banner Acquisition Corp. Opinion on the Financial Statements We have audited the accompanyin |
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| September 16, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2127755d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2021 BANNER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40784 86-2670267 (State or other juris |
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| September 15, 2021 |
SC 13G 1 d212703dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BANNER ACQUISITION CORP (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06654K200 (CUSIP Number) September 8, 2021 (Date of Event Which Requires Filing of this Statement) |
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| September 10, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 7, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Banner Acquisition Corp., a Delaware corporation (the ?Company?), and Banner SPAC Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Com |
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| September 10, 2021 |
TENOR CAPITAL MANAGEMENT Co., L.P. SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* BANNER ACQUISITION CORP. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 06654K200 (CUSIP Number) September 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| September 10, 2021 |
Banner Acquisition Corp. Announces Closing of $150,000,000 Initial Public Offering Exhibit 99.2 Banner Acquisition Corp. Announces Closing of $150,000,000 Initial Public Offering Lehi, Utah, September 10, 2021 ? Banner Acquisition Corp. (the ?Company?) today announced the closing of its initial public offering (?IPO?) of 15,000,000 units at a price of $10.00 per unit. The units are listed on the NASDAQ Capital Market (?NASDAQ?) and trade under the ticker symbol ?BNNRU.? Each uni |
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| September 10, 2021 |
Underwriting Agreement, dated September 7, 2021, between the Company and BofA Securities, Inc. EX-1.1 2 tm2127330d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 BANNER ACQUISITION CORP. (a Delaware corporation) 15,000,000 Units UNDERWRITING AGREEMENT Dated: September 7, 2021 BANNER ACQUISITION CORP. (a Delaware company) 15,000,000 Units UNDERWRITING AGREEMENT September 7, 2021 BofA Securities, Inc. as Representative of the Underwriter One Bryant Park New York, New York 10036 Ladies and Gentlemen: Banne |
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| September 10, 2021 |
Banner Acquisition Corp. Announces Pricing of $150,000,000 Initial Public Offering Exhibit 99.1 Banner Acquisition Corp. Announces Pricing of $150,000,000 Initial Public Offering Lehi, Utah, September 7, 2021 ? Banner Acquisition Corp. (the ?Company?) today announced the pricing of its initial public offering (?IPO?) of 15,000,000 units at a price of $10.00 per unit. The units will be listed on the NASDAQ Capital Market ( ?NASDAQ?) and will trade under the ticker symbol ?BNNRU? |
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| September 10, 2021 |
EX-4.2 5 tm2127330d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 PRIVATE WARRANT AGREEMENT between BANNER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of September 7, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 7, 2021, is by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, |
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| September 10, 2021 |
Exhibit 4.1 PUBLIC WARRANT AGREEMENT between BANNER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of September 7, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 7, 2021, is by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, |
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| September 10, 2021 |
Exhibit 10.1 September 7, 2021 Banner Acquisition Corp. 1633 W. Innovation Way, 5th Floor Lehi, UT 84043 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among Banner Acquisition Corp., a Delaware corporation (the ?Company?) and Bof |
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| September 10, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of September 7, 2021 by and between Banner Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form |
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| September 10, 2021 |
EX-3.1 3 tm2127330d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANNER ACQUISITION CORP. September 7, 2021 Banner Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Banner Acquisition Corp.” The original certifica |
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| September 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2021 BANNER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40784 86-2670267 (State or other jurisdiction of incorporation) (Commiss |
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| September 10, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 7, 2021, is made and entered into by and among Banner Acquisition Corp., a Delaware corporation (the “Company”), Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the qualified institutional buyers or institutional accredited investors listed under “ |
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| September 10, 2021 |
Exhibit 10.4 Banner Acquisition Corp. 1633 W. Innovation Way, 5th Floor Lehi, UT 84043 September 7, 2021 Banner Ventures Management, LLC 1633 W. Innovation Way, 5th Floor Lehi, UT 84043 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Banner Acquisition Corp. (the “Company”) and Banner Ventures Management, LLC (“Banner Ventures Management”), dated as |
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| September 9, 2021 |
$150,000,000 Banner Acquisition Corp. 15,000,000 Units 424B4 1 tm2110966-8424b4.htm 424B4 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-257906 P R O S P E C T U S $150,000,000 Banner Acquisition Corp. 15,000,000 Units Banner Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with on |
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| September 8, 2021 |
Radcliffe Capital Management, L.P. - BANNER ACQUISITION CORP. SC 13G 1 tm2127153d1sc13g.htm BANNER ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Banner Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Tit |
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| September 7, 2021 |
8-A12B 1 a21-10966118a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BANNER ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 86-2670267 (State or other jurisdiction (IRS Employer of incorporation) |
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| September 2, 2021 |
* * * [Signature Page Follows] September 2, 2021 VIA EDGAR Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 2, 2021 |
Banner Acquisition Corp. 1633 W. Innovation Way, 5th Floor Lehi, UT 84043 (801) 447-1534 Banner Acquisition Corp. 1633 W. Innovation Way, 5th Floor Lehi, UT 84043 (801) 447-1534 September 2, 2021 VIA EDGAR Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Katherine Wray Re: Banner Acquisition Corp. Form S-1 Registration Statement File No. 333-257906 Dear Ms. Wray: Banner Acqui |
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| August 24, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 23, 2021. S-1/A 1 tm2110966-6s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 23, 2021. Registration No. 333-257906 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banner Acquisition Corp. (Exact name of registrant as specified in its charter) Delawar |
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| August 24, 2021 |
Form of Investment Agreement by and among the Registrant, the sponsor and the anchor investors Exhibit 10.10 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Banner Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”). WHEREAS, in connection with the initial public offering (the “IPO”) of 15,000,000 units (or 17,250,0 |
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| August 24, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders EX-10.5 3 tm2110966d7ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Banner Acquisition Corp., a Delaware corporation (the “Company”), Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the qualified institutional buyers or institu |
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| August 24, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANNER ACQUISITION CORP. , 2021 Banner Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Banner Acquisition Corp.” The original certificate of incorporation of the Corporation was f |
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| July 15, 2021 |
Form of Administrative Support Agreement between the Registrant and sponsor or an affiliate thereof Exhibit 10.9 Banner Acquisition Corp. 1633 W. Innovation Way, 5th Floor Lehi, UT 84043 , 2021 Banner Ventures Management, LLC 1633 W. Innovation Way, 5th Floor Lehi, UT 84043 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Banner Acquisition Corp. (the “Company”) and Banner Ventures Management, LLC (“Banner Ventures Management”), dated as of the date |
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| July 15, 2021 |
EX-99.1 20 tm2110966d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Banner Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a n |
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| July 15, 2021 |
Exhibit 4.5 FORM OF PUBLIC WARRANT AGREEMENT between BANNER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Banner Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warr |
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| July 15, 2021 |
EX-10.6 15 tm2110966d4ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Execution Version SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of March 12, 2021, is made and entered into by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Buyer”). RECITALS: |
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| July 15, 2021 |
Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Banner Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Banner Acq |
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| July 15, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Banner Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Banner Acq |
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| July 15, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 14, 2021. S-1 1 tm2110966-3s1.htm S-1 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on July 14, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Banner Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2670267 (State |
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| July 15, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Banner Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Banner Acq |
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| July 15, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Banner Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Banner Acq |
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| July 15, 2021 |
Consent of Christopher Christensen Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Banner Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Banner Acq |
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| July 15, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANNER ACQUISITION CORP. , 2021 Banner Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Banner Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with th |
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| July 15, 2021 |
Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate p |
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| July 15, 2021 |
Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF BANNER ACQUISITION CORP. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the ?DGCL?), hereby adopts the following Certificate of Incorporation (this ?Certificate?) for such cor |
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| July 15, 2021 |
Exhibit 10.4 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021 by and between Banner Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1 |
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| July 15, 2021 |
Form of Letter Agreement among the Registrant and our officers, directors and sponsor Exhibit 10.1 , 2021 Banner Acquisition Corp. 1633 W. Innovation Way, 5th Floor Lehi, UT 84043 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Banner Acquisition Corp., a Delaware corporation (the “Company”) and BofA Securitie |
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| July 15, 2021 |
Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] BANNER ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF BANNER ACQUISITION CORP. (THE ?CORPORATION?) transferable on the books of the Corp |
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| July 15, 2021 |
EX-4.1 6 tm2110966d4ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] BANNER ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par val |
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| July 15, 2021 |
Form of Underwriting Agreement Exhibit 1.1 BANNER ACQUISITION CORP. (a Delaware corporation) 15,000,000 Units UNDERWRITING AGREEMENT Dated: [●], 2021 BANNER ACQUISITION CORP. (a Delaware company) 15,000,000 Units UNDERWRITING AGREEMENT [●], 2021 BofA Securities, Inc. as Representative of the Underwriter One Bryant Park New York, New York 10036 Ladies and Gentlemen: Banner Acquisition Corp., a Delaware corporation (the “Company” |
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| July 15, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the sponsor EX-10.7 16 tm2110966d4ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and Banner SPAC Sponsor, LLC, a Delaware limited liability |
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| July 15, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among Banner Acquisition Corp., a Delaware corporation (the ?Company?), Banner SPAC Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and each of the undersigned parties listed under Holder on the signature page hereto (each |
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| July 15, 2021 |
Exhibit 3.3 Execution Version BYLAWS OF BANNER ACQUISITION CORP. (THE ?CORPORATION?) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered |
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| July 15, 2021 |
Exhibit 10.2 Execution Version THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN |
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| July 15, 2021 |
EX-4.6 9 tm2110966d4ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 FORM OF PRIVATE WARRANT AGREEMENT between BANNER ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New Yo |
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| July 14, 2021 |
July 14, 2021 Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 31, 2021 |
TABLE OF CONTENTS Confidentially submitted to the U.S. Securities and Exchange Commission on March 30, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM |
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| March 31, 2021 |
CERTIFICATE OF INCORPORATION OF BANNER ACQUISITION CORP. EX-3.1 2 filename2.htm Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF BANNER ACQUISITION CORP. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (this “Cer |
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| March 31, 2021 |
BYLAWS OF BANNER ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES EX-3.3 3 filename3.htm Exhibit 3.3 Execution Version BYLAWS OF BANNER ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the C |
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| March 31, 2021 |
Exhibit 10.2 Execution Version THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN |
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| March 31, 2021 |
SECURITIES SUBSCRIPTION AGREEMENT EX-10.6 5 filename5.htm Exhibit 10.6 Execution Version SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of March 12, 2021, is made and entered into by and between Banner Acquisition Corp., a Delaware corporation (the “Company”), and Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wis |
