Exhibit 4.1


 


NUMBER UNITS


U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [●]


 


BANNER ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND

 ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF

 CLASS A COMMON STOCK


 


THIS CERTIFIES THAT           
is the owner of            Units.


 


Each Unit (“Unit”)
consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”),
of Banner Acquisition Corp., a Delaware corporation (the “Company”), and one-half (1/2) of one redeemable
warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share
(subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later
of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination with one or more businesses (each a “Business Combination”),
or (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised
before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes
its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Common
Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to           ,
2021, unless BofA Securities, Inc. elects to allow earlier separate trading, subject to the Company’s filing of a Current Report
on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt
of the gross proceeds of the Company’s initial public offering and issuing a press release announcing when separate trading will
begin. No fractional Warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a Warrant Agreement,
dated as of           , 2021, between the Company and American Stock Transfer &
Trust Company, LLC, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions
the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant
Agent at 6201 15th Avenue, Brooklyn, New York 11219, and are available to any Warrant holder on written request and without cost.


 


Additionally, the units will automatically separate, if not previously separated, into their component parts and will not be traded after
completion of our initial Business Combination.


 


This certificate is not valid
unless countersigned by the Transfer Agent and Registrar of the Company.


 


This certificate shall be
governed by and construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signature
of its duly authorized officers.


 





	 	 	 
	Authorized
Signatory	 	Transfer
Agent



 






     


     


    










 


BANNER ACQUISITION CORP.


 


The Company will furnish without
charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of
such preferences and/or rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	Custodian
	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	
	 	

	 	 	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	under Uniform Gifts to Minors 

Act
	 	 	 	 	 	(State)


 


Additional abbreviations may also be used though
not in the above list.


 


For value received,           
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR 


OTHER


IDENTIFYING NUMBER OF ASSIGNEE


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


 


Units represented by the
within Certificate, and do hereby irrevocably constitute and appoint


 


Attorney to transfer the said
Units on the books of the within named Company with full power of substitution in the premises.


 





	Dated	 
	 	 
	 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every
  particular, without alteration or enlargement or any change whatever.



 






     


     


    

 


	Signature(s) Guaranteed:	 
	 	 
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT	 



 


TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).


 


In each case, as more fully
described in the Company’s final prospectus dated           , 2021, the holder(s) of
this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection
with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Class A common
stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by           ,
2023 (or by , 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial business
combination by , 2023 but has not completed its initial business combination by , 2023), (ii) the Company redeems the shares of Class A
common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide for the redemption
of shares of Class A common stock in connection with an initial business combination or to redeem 100% of the Class A common
stock if it does not consummate an initial business combination by           , 2023
(or by , 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial business
combination by , 2023 but has not completed its initial business combination by , 2023) or (B) with respect to any other material
provisions relating to stockholders’ rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to
redeem for cash his, her or its respective shares of Class A common stock in connection with a tender offer (or proxy solicitation,
solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of
a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in
or to the trust account.