LEHI,
Utah, May 4, 2023 /PRNewswire/ -- Banner
Acquisition Corp. (the "Company") (NASDAQ: BNNRU, BNNR, BNNRW)
today announced that it will redeem all of its outstanding shares
of Class A common stock sold as part of the units in the Company's
initial public offering (whether they were purchased in the initial
public offering or thereafter in the open market) (the "public
shares"), effective as of the close of business on or around
May 16, 2023, because the Company
will not consummate an initial business combination within the time
period required by its Amended and Restated Certificate of
Incorporation (the "Charter").
Pursuant to the Charter, if the Company does not consummate an
initial business combination by June 10,
2023, the Company will: (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, subject to lawfully
available funds therefor, redeem 100% of the public shares, at a
per-share price, payable in cash, equal to the quotient obtained by
dividing (A) the aggregate amount then on deposit in the Company's
trust account, including interest earned on the funds held in the
trust account and not previously released to the Company to pay its
taxes (less up to $100,000 of such
net interest to pay dissolution expenses), by (B) the total 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),
subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the
Company's remaining stockholders and the board of directors in
accordance with applicable law, dissolve and liquidate, subject in
each case to the Company's obligations under the Delaware General
Corporation Law to provide for claims of creditors and other
requirements of applicable law.
The per-share redemption price for the public shares will be
approximately $10.27 (the "Redemption
Amount"). Funds in the Company's trust account, including any
interest thereon, will not be used to pay for any excise tax
imposed under the Inflation Reduction Act of 2022.
The Company anticipates that the public shares will cease
trading as of the open of business on May
15, 2023. As of the close of business on or around
May 16, 2023, the public shares will
be deemed cancelled and will represent only the right to receive
the Redemption Amount.
The Redemption Amount will be payable to the holders of the
public shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, American Stock Transfer & Trust
Company, LLC. Beneficial owners of public shares held in
"street name," however, will not need to take any action in order
to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants, which will expire
worthless, and the Company's Class B common stock issued prior to
the Company's initial public offering (including any shares of
Class A common stock issued upon conversion thereof). After
May 16, 2023, the Company shall cease
all operations except for those required to wind up the Company's
business.
The Company expects that NASDAQ will file a Form 25 with the
U.S. Securities and Exchange Commission (the "Commission") to
delist its securities. The Company thereafter expects to file
a Form 15 with the Commission to terminate the registration of its
securities under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
About Banner Acquisition Corp.
Banner Acquisition Corp. is a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses.
Forward-Looking Statements
This press release may include, and oral statements made from
time to time by representatives of the Company may include,
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. All statements other than statements of historical
fact included in this press release are forward-looking statements.
When used in this press release, words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions, as they
relate to the Company or its management team, may identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by,
and information currently available to, the Company's management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company's filings with the Commission. All
subsequent written or oral forward-looking statements attributable
to the Company or persons acting on its behalf are qualified in
their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk
Factors section of the Company's most recently filed Annual Report
on Form 10-K, any subsequently filed Quarterly Reports on Form
10-Q, any subsequently filed Current Reports on Form 8-K and in
other reports we file with the Commission. Should one or more of
these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements.
The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
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SOURCE Banner Acquisition Corp.