SEC Form SC 13G filed by Banner Acquisition Corp.

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 Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

(1) The shares reported above represent Class B Common Stock of the Issuer that are convertible into Class A Common Stock of the Issuer and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-257906). Banner SPAC Sponsor LLC is the record holder of the Class B Common Stock reported herein. Tanner Ainge is the sole member of Banner SPAC Sponsor LLC. Accordingly, Tanner Ainge may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Banner SPAC Sponsor LLC.

(2) Excludes 8,210,000 Class A Common Stock of the Issuer which may be issued upon the exercise of warrants held by Banner SPAC Sponsor LLC that are not presently exercisable.

(3) The percentage set forth in Row 11 of this Cover Page is based on 15,700,000 Class A Common Stock of the Issuer outstanding as of November 18, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2021, and assuming the conversion of all of the Class B Common Stock of the Issuer beneficially owned by the Reporting Person as set forth in Row 9.

(1) The shares reported above represent Class B Common Stock of the Issuer that are convertible into Class A Common Stock of the Issuer and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-257906). Banner SPAC Sponsor LLC is the record holder of the Class B Common Stock reported herein. Tanner Ainge is the sole member of Banner SPAC Sponsor LLC. Accordingly, Tanner Ainge may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Banner SPAC Sponsor LLC.

(2) Excludes 8,210,000 Class A Common Stock of the Issuer which may be issued upon the exercise of warrants held by Banner SPAC Sponsor LLC that are not presently exercisable.

(3) The percentage set forth in Row 11 of this Cover Page is based on 15,700,000 Class A Common Stock of the Issuer outstanding as of November 18, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2021, and assuming the conversion of all of the Class B Common Stock of the Issuer beneficially owned by the Reporting Person as set forth in Row 9.

Banner Acquisition Corp. (the “Issuer”)

300 S 1350 E, 2nd Floor, Lehi, UT 84043

This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”:

Banner SPAC Sponsor LLC is the record holder of the Class B Common Stock reported herein. Tanner Ainge is the managing member of Banner SPAC Sponsor LLC. Accordingly, Tanner Ainge may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Banner SPAC Sponsor LLC.  

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.

300 S 1350 E, 2nd Floor, Lehi, UT 84043  

Class A Common Stock, par value $0.0001 per share

06654K 101

Not applicable.

The information required by Item 4 is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2022