As previously reported in the Current Report on
Form 8-K filed by Banner Acquisition Corp. (the “Company”) on September 10, 2021 (the “Initial Form 8-K”),
the Company consummated its initial public offering (the “IPO”) of 15,000,000 units (the “Units”).
Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common
Stock”), and one-half of one redeemable warrant of the Company (“Public Warrant”), with each whole Public
Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.
In connection with the IPO, the underwriter was
granted an option to purchase up to an additional 2,250,000 Units to cover over-allotments, if any. On September 22, 2021, the underwriter
partially exercised its over-allotment option and, on September 27, 2021, the underwriter purchased 700,000 Units (the “Over-allotment
Units”) at a price of $9.80 per unit, generating proceeds of $6,860,000.
As previously reported in the Initial Form 8-K,
on September 10, 2021, simultaneously with the closing of the IPO and pursuant to the Private Warrant Purchase Agreement, the Company
completed the private sale of 8,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per
Private Placement Warrant to the Company’s sponsor, Banner SPAC Sponsor, LLC (the “Sponsor”), generating gross
proceeds to the Company of $8,000,000. On September 27, 2021, simultaneously with the sale of the Over-allotment Units, the Company
completed a private placement with the Sponsor for an additional 210,000 warrants at a price of $1.00 per warrant (the “Additional
Private Placement Warrants”), generating gross proceeds to the Company of $210,000.
A total of $158,570,000, comprised of $153,860,000
of the net proceeds from the IPO (including the Over-allotment Units) and $4,710,000 of the proceeds of the sale of the Private Placement
Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S.-based trust account maintained by American
Stock Transfer & Trust Company, LLC, acting as trustee. An audited balance sheet as of September 10, 2021 reflecting the
receipt of the proceeds upon the closing of the IPO and the Private Placement (excluding the proceeds from the sale of the Over-allotment
Units and the Additional Private Placement Warrants) was previously filed by the Company as an exhibit to the Initial Form 8-K. The
Company’s unaudited pro forma balance sheet as of September 10, 2021, reflecting receipt of the proceeds from the sale of the
Over-allotment Units and the Additional Private Placement Warrants, is included as Exhibit 99.1 to this Current Report on Form 8-K.