Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2022 - 4:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number:
001-40784
(Check one): |
x Form 10-K |
¨ Form 20-F |
¨ Form 11-K |
¨ Form 10-Q |
¨ Form 10-D |
¨ Form N-SAR |
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Form N-CSR |
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For Period Ended: December 31, 2021 |
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¨ Transition Report on Form 10-K |
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Transition Report on Form 20-F |
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¨
Transition Report on Form 11-K |
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¨
Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Banner Acquisition Corp.
Full Name of Registrant |
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N/A
Former Name if
Applicable |
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300 S 1350 E, 2nd Floor
Address of Principal
Executive Office (Street and Number) |
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Lehi, UT 84043
City, State and
Zip Code |
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense; |
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x |
(b) |
The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on
Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Banner
Acquisition Corp. (the “Registrant”) is unable to file its annual report on Form 10-K (the “Annual Report”)
within the prescribed time period due to a delay experienced by the Registrant in completing its financial statements and other disclosures
in the Annual Report. As a result, the Registrant is still in the process of compiling required information to complete the Annual Report
and its independent registered public accounting firm requires additional time to complete its review of the financial statements for
the year ended December 31, 2021, to be incorporated in the Annual Report. The Registrant anticipates that it will file the Annual Report
no later than the 15th calendar day following the prescribed filing date.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
Tanner Ainge |
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801 |
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447-1534 |
(Name) |
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(Area Code) |
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(Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). Yes x No ¨ |
| (3) | Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? Yes ¨ No x |
Banner Acquisition Corp.
(Name of registrant
as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2022
| By: | /s/ Tanner Ainge |
| Name: | Tanner Ainge |
| Title: | Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive
officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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