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

~~PURSUANT~~Date TOof ~~SECTION 13~~report ~~OR 15~~(~~d) OF THE SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~earliest OFevent ~~1934~~reported): March 7, 2023

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)	(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)

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.)
1633 W. Innovation Way, 5th Floor Lehi, UT		84043
(Address of principal executive offices)		(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:

Check the appropriate box below if the Form 8-K 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. ¨

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

On ~~October~~March 287, ~~2021~~2023, Banner Acquisition Corp., ~~(the~~a Delaware corporation (“~~Company~~Banner”), issued a press release, ~~a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K,~~ announcing ~~that~~its ~~the~~intent ~~holders of the Company’s units (the “Units”) may elect~~ to ~~separately trade the shares of Class A common stock~~create, ~~par~~via ~~value~~business ~~$0.0001~~combination ~~per~~with ~~share (“Class A Common Stock”) and redeemable warrants~~multiple ~~included the Units commencing on October 29~~targets, 2021. Each Unit consists of one shares of Class A Common Stock and one-half of one redeemable warrant the Company. Each whole warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a ~~price~~new ofpublicly ~~$11.50~~traded ~~per~~platform ~~share,~~focused ~~subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Those Units not separated will continue to trade~~ on the ~~NASDAQ~~property ~~Stock~~services Market (the “NASDAQ”) under the symbol “BNNRU,” and each of the shares of Class A Common Stock and whole redeemable warrants that are separated will trade on the NASDAQ under the symbols “BNNR” and “BNNRW,” respectivelysector. Holders of the Units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and redeemable warrants.

InBanner ~~accordance~~has ~~with~~entered ~~General~~into ~~Instruction~~multiple ~~B.2~~letters of intent ~~Form 8-K,~~with ~~the~~target ~~information~~companies ~~presented herein under Item 7.01 and set forth~~ in the ~~attached~~sector ~~press~~and ~~release~~intends ~~included as Exhibit 99.1~~ to ~~this~~continue ~~report~~seeking isadditional ~~deemed~~acquisition totargets bethat ~~“furnished”~~provide ~~solely~~services ~~pursuant~~in toareas ~~Item 7.01 of this report and shall not be deemed “filed”~~such ~~for~~as ~~purposes~~cleaning, ofHVAC, ~~Section 18 of the Securities Exchange Act of 1934~~plumbing, ~~as amended (the “Exchange Act”)~~landscaping, orpest ~~otherwise subject to the liabilities of that section~~control, ~~nor~~residential ~~shall~~solar ~~such~~and ~~information~~energy ~~or the exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933~~management, ~~as amended~~restoration, orfacility ~~the~~management ~~Exchange~~and other ~~Act~~related businesses.

~~Item~~As 9a 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.01 ~~Financial~~The ~~Statements~~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 ~~Exhibits~~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.

~~(d)~~A copy of the press release is furnished herewith as Exhibit ~~Exhibits~~99.1 and is incorporated by reference herein.

Exhibit No.		Description of Exhibits
99.1		Press Release, dated October 28, 2021.

Item 9.01.

Financial Statements and Exhibits.

2(d) Exhibits

SIGNATURES

Exhibit No.		Description
99.1		Press Release dated March 7, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

Date: October 28, 2021
	BANNER ACQUISITION CORP.
	By:	/s/ Tanner Ainge
	Name:	Tanner Ainge
	Title:	Chief Executive Officer

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.

3Dated: March 7, 2023

	BANNER ACQUISITION CORP.

	By:	/s/ Tanner Ainge
	Name:	Tanner Ainge
	Title:	Chief Executive Officer

Filing Compare · Banner Acquisition Corp.