Current Report Filing (8-k)
March 07 2023 - 5:29PM
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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
File Number) |
(I.R.S. Employer
Identification No.) |
|
300 S 1350 E, 2nd Floor
Lehi, UT |
84043 |
(Address of principal executive office) |
(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 filing 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 Exchange 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.
On March 7, 2023, Banner Acquisition Corp.,
a Delaware corporation (“Banner”), issued a press release announcing 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 letters of intent
with target companies in the sector and intends to continue seeking additional acquisition targets that provide services in areas such
as cleaning, HVAC, plumbing, landscaping, pest control, residential solar and energy management, restoration, facility management and
other related businesses.
As a result of the signed letters of intent, pursuant
to the provisions of Banner’s Amended and Restated Certificate of Incorporation (the “Charter”), Banner has until June 10,
2023 to consummate its business combination. The letters of intent are non-binding with respect to all material terms, except with respect
to certain customary provisions. There can be no assurance that the parties will enter into definitive agreements or that the parties
will consummate the transactions on the terms or timeframe currently contemplated, or at all. If Banner does not consummate a business
combination on or before June 10, 2023, and Banner’s stockholders have not approved an extension of the combination period
by amending the Charter, there will be a mandatory liquidation and subsequent dissolution of Banner.
A copy of the press release is furnished herewith
as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. | Financial Statements
and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 7, 2023
|
BANNER ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Tanner Ainge |
|
Name: |
Tanner Ainge |
|
Title: |
Chief Executive Officer |
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