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, 2021

☐ 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 001-40784

BANNER ACQUISITION CORP.

(Exact name of Registrant as specified in its Charter)

Delaware		86-2670267
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 S 1350 E, 2nd Floor Lehi, UT		84043
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 447-1534

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ NO ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐

The registrant's units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, began trading on the Nasdaq Capital Market ("NASDAQ") on September 8, 2021. Commencing October 29, 2021, holders of the units were permitted to elect to separately trade the shares of Class A common stock and warrants included in the units. On December 31, 2021, the last business day of the registrant's most recently completed fourth fiscal quarter, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $156,686,000 based on the closing sales price of the registrant's common stock on such date as reported on the NASDAQ. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant's common stock of which the registrant is aware are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant

As of April 6, 2022, 15,700,000 shares of Class A Common Stock, par value $0.0001 per share, and 3,925,000 shares of Class B Common Stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

TABLE OF CONTENTS


			Page
GLOSSARY			3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
SUMMARY RISK FACTORS			5
	PART I
Item 1		Business	7
Item 1A		Risk Factors	28
Item 1B		Unresolved Staff Comments	60
Item 2		Properties	60
Item 3		Legal Proceedings	60
Item 4		Mine Safety Disclosures	60
	PART II
Item 5		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities	61
Item 6		[Reserved]	62
Item 7		Management’s Discussion and Analysis of Financial Condition and Results of Operations	63
Item 7A		Quantitative and Qualitative Disclosures About Market Risk	66
Item 8		Financial Statements and Supplementary Data	67
Item 9		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	85
Item 9A		Controls and Procedures	85
Item 9B		Other Information	85
	PART III

SEC Form 10-K filed by Banner Acquisition Corp.