| | |
PER UNIT
|
| |
TOTAL
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 150,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.55 | | | | | $ | 8,250,000 | | |
Proceeds, before expenses, to Banner Acquisition Corp.
|
| | | $ | 9.45 | | | | | $ | 141,750,000 | | |
| | | | | 1 | | | |
| | | | | 37 | | | |
| | | | | 39 | | | |
| | | | | 76 | | | |
| | | | | 81 | | | |
| | | | | 81 | | | |
| | | | | 84 | | | |
| | | | | 86 | | | |
| | | | | 93 | | | |
| | | | | 130 | | | |
| | | | | 141 | | | |
| | | | | 145 | | | |
| | | | | 147 | | | |
| | | | | 163 | | | |
| | | | | 174 | | | |
| | | | | 182 | | | |
| | | | | 182 | | | |
| | | | | 182 | | | |
| | | | | F-1 | | |
| | |
June 30, 2021
|
| |||
Balance Sheet Data | | | | | | | |
Working capital
|
| | | $ | (375,750) | | |
Total assets
|
| | | $ | 405,750 | | |
Total liabilities
|
| | | $ | 390,750 | | |
Stockholders’ equity
|
| | | $ | 15,000 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Fully Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 150,000,000 | | | | | $ | 172,500,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 8,000,000 | | | | | | 8,675,000 | | |
Total gross proceeds
|
| | | $ | 158,000,000 | | | | | $ | 181,175,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 3,000,000 | | | | | $ | 3,450,000 | | |
Legal fees and expenses
|
| | | | 350,000 | | | | | | 350,000 | | |
Accounting fees and expenses
|
| | | | 37,500 | | | | | | 37,500 | | |
SEC Expenses
|
| | | | 18,820 | | | | | | 18,820 | | |
FINRA Expenses
|
| | | | 39,313 | | | | | | 39,313 | | |
Travel and road show
|
| | | | 25,000 | | | | | | 25,000 | | |
NASDAQ listing and filing fees
|
| | | | 75,000 | | | | | | 75,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Miscellaneous
|
| | | | 264,367 | | | | | | 264,367 | | |
Total offering expenses (excluding underwriting commissions)
|
| | | $ | 850,000 | | | | | $ | 850,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 154,150,000 | | | | | $ | 176,850,000 | | |
Held in trust account(3)
|
| | | $ | 151,500,000 | | | | | $ | 174,225,000 | | |
% of public offering size
|
| | | | 101% | | | | | | 101% | | |
Not held in trust account
|
| | | $ | 2,650,000 | | | | | $ | 2,650,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel, and consulting other expenses in connection with any business combination(5)
|
| | | $ | 1,325,000 | | | | | | 50.0% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 75,000 | | | | | | 2.8% | | |
Director and Officer liability insurance premiums
|
| | | | 750,000 | | | | | | 28.3% | | |
Payment for office space, utilities and secretarial and administrative support
|
| | | | 315,000 | | | | | | 11.9% | | |
NASDAQ continued listing fees
|
| | | | 85,000 | | | | | | 3.2% | | |
Working capital to cover miscellaneous expenses (including taxes)
|
| | | | 100,000 | | | | | | 3.8% | | |
Total
|
| | | $ | 2,650,000 | | | | | | 100.0% | | |
| | |
Without Over-allotment
|
| |
With Over-allotment
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.10) | | | | | | (0.09) | | |
Increase (decrease) attributable to public stockholders
|
| | | | 1.25 | | | | | | 1.09 | | |
Pro forma net tangible book value upon completion of this offering and the sale of the private placement warrants
|
| | | | 1.15 | | | | | | 1.00 | | |
Dilution to public stockholders
|
| | | $ | 8.85 | | | | | $ | 9.00 | | |
Percentage of dilution to public stockholders
|
| | | | 88.5% | | | | | | 90.0% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| |
Per Share
|
| |||||||||||||||
Initial stockholders(1)(2)
|
| | | | 3,750,000 | | | | | | 20.00% | | | | | $ | 25,000 | | | | | | 0.02% | | | | | $ | 0.007 | | |
Public stockholders
|
| | | | 15,000,000 | | | | | | 80.00% | | | | | $ | 150,000,000 | | | | | | 99.98% | | | | | $ | 10.00 | | |
| | | | | 18,750,000 | | | | | | 100.00% | | | | | $ | 150,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (375,750) | | | | | $ | (375,750) | | |
Net proceeds from this offering and sale of the private placement warrants(1)
|
| | | | 154,150,000 | | | | | | 176,875,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value
|
| | | | 390,750 | | | | | | 390,750 | | |
Less: Deferred underwriting commissions
|
| | | | (5,250,000) | | | | | | (6,037,500) | | |
Less: Proceeds held in trust subject to redemption to maintain net tangible
assets of $5,000,001 |
| | | | (143,914,990) | | | | | | (165,852,490) | | |
| | | | $ | 5,000,010 | | | | | $ | 5,000,010 | | |
Denominator: | | | | | | | | | | | | | |
Class B common stock outstanding prior to this offering
|
| | | | 4,312,500 | | | | | | 4,312,500 | | |
Class B common stock forfeited if over-allotment is not exercised
|
| | | | (562,000) | | | | | | — | | |
Class A common stock included in the units offered
|
| | | | 15,000,000 | | | | | | 17,250,000 | | |
Less: Stock subject to redemption
|
| | | | (14,391,499) | | | | | | (16,585,249) | | |
| | | | | 4,358,501 | | | | | | 4,977,251 | | |
| | |
June 30, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)(3)(5)
|
| ||||||
Note payable to related party(1)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 5,250,000 | | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; -0- and 14,391,499 shares are subject to possible redemption, actual and as adjusted, respectively(2)
|
| | | | — | | | | | | 143,914,990 | | |
Preferred stock, $0.0001 par value, 1,000,000 stock authorized; none issued and
outstanding, actual and as adjusted |
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; -0- and 608,501 shares issued and outstanding (excluding -0- and 14,391,499 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 61 | | |
Class B common stock, $0.0001 par value, 20,000,000 shares authorized; 6,468,750 and 3,750,000 shares issued and outstanding, actual and as adjusted, respectively(3)
|
| | | | 647 | | | | | | 375 | | |
Additional paid-in capital(4)
|
| | | | 24,353 | | | | | | 5,009,574 | | |
Accumulated deficit
|
| | | | (10,000) | | | | | | (10,000) | | |
Total stockholders’ equity
|
| | | $ | 15,000 | | | | | $ | 5,000,010 | | |
Total capitalization
|
| | | $ | 15,000 | | | | | $ | 154,165,000 | | |
Type of Transaction
|
| |
Whether Stockholder
Approval is Required |
| |||
Purchase of assets
|
| | | | No | | |
Purchase of stock of target not involving a merger with the company
|
| | | | No | | |
Merger of target into a subsidiary of the company
|
| | | | No | | |
Merger of the company with a target
|
| | | | Yes | | |
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.10 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes divided by the number of then outstanding | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately-negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. Such purchases will be made only to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to | | | If we are unable to complete our initial business combination within the completion window, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.10 per public share including, interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses)), divided by the number of then outstanding public shares. | |
| | |
Redemptions in
Connection with our Initial Business Combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail to
Complete an Initial Business Combination |
|
| | | public shares, subject to the limitation that no redemptions will take place, if all of the redemptions would cause our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and any limitations (including, but not limited to, cash requirements) agreed to in connection with the negotiation of terms of a proposed initial business combination. | | | purchase shares in such transactions. | | | | |
Impact to remaining stockholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $151,500,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account in the United States at Bank of America, N.A., with American Stock Transfer & Trust Company, LLC acting as trustee. | | | Approximately $127,575,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $151,500,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to redeeming stockholders is reduced by (i) any taxes paid or payable, and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
Limitation on fair value or net assets of target business
|
| | NASDAQ rules require that we must consummate an initial business combination with one or more operating businesses or assets with an aggregate fair market value equal to at least 80% of the value of the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding any deferred underwriting commissions). | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | We expect the units will begin trading on or promptly after the date of this prospectus. The Class A common stock and public warrants will begin separate trading on the 52nd day following the date of this prospectus or, if such day is not a business day, on the next succeeding business day, unless the underwriter informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A common stock and public warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
Election to remain an investor
|
| | We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. We intend to give not less than 10 days’ nor more than 60 days’ prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If, however, we hold a stockholder vote, we will, like many blank check companies, | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if it elects to remain a stockholder of the company or require the return of its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. | | | | |
Business combination deadline
|
| | If we are unable to complete an initial business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining | | | If a business combination has not been completed within 18 months after the effective date of our registration statement, funds held in the trust or escrow account are returned to investors. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | stockholders and our Board of Directors, liquidate and dissolve, subject to the approval of our remaining stockholders and our Board of Directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder (including our affiliates), together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell any Excess Shares in open market transactions. | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
Tendering stock certificates in connection with a tender offer or redemption rights
|
| | We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed initial business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the Company would contact such stockholders to arrange for them to deliver their | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | | certificate to verify ownership. | |
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of our Offering
|
| |
Terms under a Rule 419 Offering
|
|
| | | of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of 100% of our public shares if we are unable to complete an initial business combination within the required time frame (subject to the requirements of applicable law). On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming stockholders. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of our initial business combination,” to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. | | | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Christopher Christensen
|
| | | | 52 | | | | Chairman Nominee | |
Tanner Ainge
|
| | | | 37 | | | | Chief Executive Officer and Director | |
Greg Woodward
|
| | | | 45 | | | | Chief Financial Officer and Director | |
Tyler Price
|
| | | | 30 | | | | Vice President | |
Jerry Coleman
|
| | | | 48 | | | | Director | |
Thomas Costello
|
| | | | 43 | | | | Director Nominee | |
Chad Keetch
|
| | | | 43 | | | | Director Nominee | |
Ron Labrum
|
| | | | 65 | | | | Director | |
Ryan Westwood.
|
| | | | 37 | | | | Director Nominee | |
Individual(1)
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Christopher Christensen
|
| |
The Ensign Group, Inc.
|
| | Skilled Nursing Operator | | | Executive Chairman | |
Tanner Ainge
|
| | Banner Ventures | | |
Private Investment Firm
|
| | Managing Partner | |
Greg Woodward
|
| | Banner Ventures | | |
Private Investment Firm
|
| | Operating Executive | |
Tyler Price
|
| | Banner Ventures | | |
Private Investment Firm
|
| | Operating Executive | |
Jerry Coleman
|
| | Elevation Home Energy Solutions, Inc. | | | Residential renewable energy provider | | | Chairman | |
Thomas Costello
|
| |
Duchossis Capital Management
Incline Energy Partners, L.P.
|
| |
Private Investment Firm
Oil and Gas
|
| |
Managing Director
Director
|
|
Chad Keetch
|
| |
The Ensign Group, Inc.
|
| | Skilled Nursing Operator | | | Chief Investment Officer and Executive Vice President | |
Ron Labrum
|
| |
Linden Capital Partners
|
| | Private Equity Firm | | | Operating Partner | |
Ryan Westwood
|
| | Simplus, Inc. | | | Salesforce Implementation Partner | | | Chief Executive Officer and Director | |
| | | Banner Ventures | | |
Private Investment Firm
|
| | Advisor | |
| | |
Before Offering
|
| |
After Offering
|
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Common Stock |
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Common Stock |
| ||||||||||||
Banner SPAC Sponsor, LLC(3)
|
| | | | 4,122,500 | | | | | | 95.6% | | | | | | 3,560,000 | | | | | | 19.0% | | |
Christopher Christensen
|
| | | | 45,000 | | | | | | * | | | | | | 45,000 | | | | | | * | | |
Tanner Ainge(3)
|
| | | | 4,122,500 | | | | | | 95.6% | | | | | | 3,560,000 | | | | | | 19.0% | | |
Greg Woodward
|
| | | | 30,000 | | | | | | * | | | | | | 30,000 | | | | | | * | | |
Tyler Price
|
| | | | 10,000 | | | | | | * | | | | | | 10,000 | | | | | | * | | |
Jerry Coleman
|
| | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | |
Thomas Costello
|
| | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | |
Chad Keetch
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | |
Ron Labrum
|
| | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | |
Ryan Westwood
|
| | | | 20,000 | | | | | | * | | | | | | 20,000 | | | | | | * | | |
All executive officers, directors and presidents as a group (nine individuals)
|
| | | | 4,312,500 | | | | | | 100.0% | | | | | | 3,750,000 | | | | | | 20.0% | | |
| | |
Payable by Banner Acquisition Corp
|
| |||||||||
| | |
No exercise
|
| |
Full exercise
|
| ||||||
Per unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1)
|
| | | $ | 8,250,000 | | | | | $ | 9,487,500 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
As of June 30,
2021 |
| |
As of March 12,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Prepaid expenses
|
| | | $ | 15,000 | | | | | $ | 15,000 | | |
Deferred offering costs associated with proposed public offering
|
| | | | 390,750 | | | | | | 25,000 | | |
Total assets
|
| | | $ | 405,750 | | | | | $ | 40,000 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 50,750 | | | | | $ | — | | |
Accrued offering and formation costs
|
| | | | 340,000 | | | | | | 25,000 | | |
Total current liabilities
|
| | | | 390,750 | | | | | | 25,000 | | |
Commitments and Contingencies (Note 6) | | | | | | | | | | | | | |
Stockholders’ Equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 and 6,468,750 issued and outstanding at June 30, 2021 and March 12, 2021, respectively(1)
|
| | | | 647 | | | | | | 647 | | |
Additional paid-in capital
|
| | | | 24,353 | | | | | | 24,353 | | |
Accumulated Deficit
|
| | | | (10,000) | | | | | | (10,000) | | |
Total Stockholders’ Equity
|
| | | | 15,000 | | | | | | 15,000 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 405,750 | | | | | $ | 40,000 | | |
| | |
For the period
from March 12, 2021 (inception) through June 30, 2021 |
| |
For the period
from March 12, 2021 (inception) through March 12, 2021 |
| ||||||
Formation and operating costs
|
| | | $ | 10,000 | | | | | $ | 10,000 | | |
Net loss
|
| | | | (10,000) | | | | | | (10,000) | | |
Weighted average stock outstanding, basic and diluted(1)
|
| | | | 5,625,000 | | | | | | 5,625,000 | | |
Basic and diluted net loss per share
|
| | | $ | (0.00) | | | | | $ | (0.00) | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance as of March 12, 2021
(inception) |
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to
Sponsor(1) |
| | | | — | | | | | | — | | | | | | 6,468,750 | | | | | | 647 | | | | | | 24,353 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,000) | | | | | | (10,000) | | |
Balance as of March 12, 2021
|
| | | | — | | | | | $ | — | | | | | | 6,468,750 | | | | | | 647 | | | | | | 24,353 | | | | | | (10,000) | | | | | | 15,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance as of June 30, 2021
(Unaudited) |
| | | | — | | | | | $ | — | | | | | | 6,468,750 | | | | | $ | 647 | | | | | $ | 24,353 | | | | | $ | (10,000) | | | | | $ | 15,000 | | |
| | |
For the period
from March 12, 2021 (inception) through June 30, 2021 |
| |
For the period
from March 12, 2021 (inception) through March 12, 2021 |
| ||||||
Cash Flows from Operating Activities | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (10,000) | | | | | $ | (10,000) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Formation and operating expenses funded by Sponsor
|
| | | | 10,000 | | | | | | 10,000 | | |
Prepaid expenses
|
| | | | — | | | | | | — | | |
Net cash provided by operating activities
|
| | | | — | | | | | | — | | |
Net increase in cash
|
| | | | — | | | | | | — | | |
Cash–beginning of period
|
| | | | — | | | | | | — | | |
Cash–end of period
|
| | | $ | — | | | | | $ | — | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | | | |
Deferred offering costs included in accounts payable
|
| | | $ | 50,750 | | | | | $ | — | | |
Deferred offering costs included in accrued offering and formation costs
|
| | | $ | 340,000 | | | | | $ | 25,000 | | |
Prepaid offering and formation costs funded by Sponsor in exchange for Founder Shares
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |