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

☐ 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)

(I.R.S. Employer

Identification No.)

300 S 1350 E, 2nd Floor

Lehi, UT

84043

(Address of Principal Executive Offices)

(Zip Code)

(801) 447-1534

(Registrant’s telephone number, including area code)

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 is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

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

Table of Contents

As of November 14, 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, respectively.

Table of Contents

BANNER ACQUISITION CORP.

Form 10-Q

Table of Contents


		Page No.

PART I—FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	CONDENSED BALANCE SHEETS	1

	UNAUDITED CONDENSED STATEMENTS OF OPERATIONS	2

	UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND FOR THE THREE MONTHS ENDED AND FOR THE PERIOD FROM MARCH 12, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021	3

	UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS	4

	NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

PART II—OTHER INFORMATION		23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

BANNER ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	SEPTEMBER 30, 2022		DECEMBER 31, 2021
	(Unaudited)		(Audited)
ASSETS
Cash and cash equivalents	$	228,059	$	1,384,587
Prepaid expenses		620,301		615,693
Total current assets		848,360		2,000,280
Marketable Securities held in Trust Account		159,409,142		158,573,777
Other assets		—		414,859
Total Assets	$	160,257,502	$	160,988,916

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	127,977	$	108,885
Income tax payable		151,441		—
Franchise tax payable		50,000		161,644
Accrued expenses		382,544		381,998
Total current liabilities		711,962		652,527
Deferred underwriting fees payable		5,495,000		5,495,000
Total liabilities		6,206,962		6,147,527

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, 15,700,000 shares at $10.14 and $10.10 per share as of September 30, 2022 and December 31, 2021, respectively		158,858,044		158,570,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 15,700,000 shares subject to possible redemption as of September 30, 2022 and December 31, 2021)		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 3,925,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		393		393
Additional paid-in capital		300		—
Accumulated deficit		(4,808,197)		(3,729,004)
Total Stockholders’ Deficit		(4,807,504)		(3,728,611)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	$	160,257,502	$	160,988,916

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BANNER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


							For The Period
							From March 12,
	For The		For The		For The		2021 (Inception)
	Three Months Ended		Three Months Ended		Nine Months Ended		Through
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Formation costs	$	—	$	76,290	$	—	$	86,290
General and administrative expenses		417,031		79,577		1,332,573		79,577
Franchise tax expenses		32,329		50,000		146,987		50,000
Loss from operations		(449,360)		(205,867)		(1,479,560)		(215,867)
Gain on marketable securities (net), dividends and interest, held in Trust Account		614,597		450		839,852		450
Income (loss) before income tax expense	$	165,237	$	(205,417)	$	(639,708)	$	(215,417)
Income tax expense		(122,277)		—		(151,441)		—
Net income (loss)	$	42,960	$	(205,417)	$	(791,149)	$	(215,417)
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		15,700,000		3,454,348		15,700,000		1,565,517
Basic and diluted earnings per share, Class A subject to possible redemption	$	0.00	$	(0.03)	$	(0.04)	$	(0.04)
Weighted average shares outstanding of Class B non-redeemable common stock, basic and diluted		3,925,000		3,814,402		3,925,000		3,779,187
Basic and diluted earnings per share, Class B non-redeemable common stock	$	0.00	$	(0.03)	$	(0.04)	$	(0.04)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BANNER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND FOR THE THREE MONTHS

ENDED AND FOR THE PERIOD FROM MARCH 12, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021


	Common Stock Subject to
	Possible Redemption			Common Stock			Additional				Total
	Class A			Class B			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022 (audited)	15,700,000	$	158,570,000	3,925,000	$	393	$	—	$	(3,729,004)	$	(3,728,611)
Issuance of common stock to Directors	—		—	45,000		5		295		—		300
Forfeiture of Founder Shares by Sponsor	—		—	(45,000)		(5)		5		—		—
Net loss	—		—	—		—		—		(497,832)		(497,832)
Balance as of March 31, 2022 (unaudited)	15,700,000	$	158,570,000	3,925,000	$	393	$	300	$	(4,226,836)	$	(4,226,143)
Net loss	—		—	—		—		—		(336,277)		(336,277)
Balance as of June 30, 2022 (unaudited)	15,700,000	$	158,570,000	3,925,000	$	393	$	300	$	(4,563,113)	$	(4,562,420)
Remeasurement of Class A common stock to redemption value	—		288,044	—		—		—		(288,044)		(288,044)
Net income	—		—	—		—		—		42,960		42,960
Balance as of September 30, 2022 (unaudited)	15,700,000	$	158,858,044	3,925,000	$	393	$	300	$	(4,808,197)	$	(4,807,504)


	Common Stock Subject to
	Possible Redemption			Common Stock			Additional				Total
	Class A			Class B			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of March 12, 2021 (inception)	—	$	—	—		—	$	—	$	—	$	—
Issuance of common stock to Sponsor	—		—	4,312,500		431		24,569		—		25,000
Net loss	—		—	—		—		—		(10,000)		(10,000)
Balance as of March 31, 2021 (unaudited)	—		—	4,312,500	$	431	$	24,569	$	(10,000)	$	15,000
Net loss	—		—	—		—		—		—

SEC Form 10-Q filed by Banner Acquisition Corp.