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| CIK | 1852633 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Banyan Acquisition Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: April 27, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
As filed with the Securities and Exchange Commission on July 25, 2025 As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41236 Pinstripes holdings, inc. (Exact name of registrant as specified |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commissio |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commissi |
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| March 7, 2025 |
THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of March 7, 2025 among OAKTREE FUND ADMINISTRATION, LLC (“Agent”), the Lenders party hereto constituting Required Lenders, PINSTRIPES, INC. |
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| March 7, 2025 |
Pinstripes Announces Letter of Intent for Strategic Recapitalization with Oaktree, Providing the Company with Additional Capital to Fund Operations and Growth Company receiving $7. |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2025 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commission |
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| March 7, 2025 |
ex102-pinstripesoaktreex THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of March 7, 2025 among OAKTREE FUND ADMINISTRATION, LLC (“Agent”), the Lenders party hereto constituting Required Lenders, PINSTRIPES, INC. |
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| March 7, 2025 |
March 7, 2025 Jacob Wagner, Managing Director Evan Kramer, Senior Vice President Oaktree Capital Management, L. |
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| March 7, 2025 |
ex101-pinstripesxbinding March 7, 2025 Jacob Wagner, Managing Director Evan Kramer, Senior Vice President Oaktree Capital Management, L. |
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| March 7, 2025 |
Pinstripes Announces Letter of Intent for Strategic Recapitalization with Oaktree, Providing the Company with Additional Capital to Fund Operations and Growth Company receiving $7. |
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| March 6, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A common stock (the "Common Stock), of Pinstripes Holdings, Inc. |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commis |
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| February 20, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-284692 Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Con |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commis |
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| February 19, 2025 |
Pinstripes Reports Fiscal 2025 Third Quarter Results Pinstripes Reports Fiscal 2025 Third Quarter Results NORTHBROOK, Ill. - February 19, 2025 - Pinstripes Holdings, Inc. (“Pinstripes” or “the Company”) (NYSE: PNST), a best-in-class experiential dining and entertainment brand combining bistro, bowling, bocce and private event space, today reported its financial results for the fiscal quarter ended January 5, 2025. Third Quarter Fiscal 2025 Highlight |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 5, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41236 Pinstripes Holdings, |
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| February 14, 2025 |
February 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attention: Rucha Pandit Re: Pinstripes Holdings, Inc. Registration Statement on Form S-3 Filed February 4, 2025 File No. 333-284692 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Pinstripes Holdin |
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| February 4, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Pinstripes Holdings, Inc. |
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| February 4, 2025 |
As filed with the Securities and Exchange Commission on February 4, 2025 As filed with the Securities and Exchange Commission on February 4, 2025 Registration No. |
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| January 24, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated July 24, 2024) Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shar |
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| January 24, 2025 |
4898-7220-1232v5 6983.020 AMENDMENT NO. 3 TO TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of January 17, 2025, by and among PINSTRIPES, INC., a corporation organized under the laws of Delaware ("Borrower"), the financial institutions party hereto (collectively, the "Lenders" and each individually a "Lender") and GCC |
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| January 24, 2025 |
SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of January 17, 2025 among OAKTREE FUND ADMINISTRATION, LLC (“Agent”), the Lenders party hereto constituting Required Lenders, PINSTRIPES, INC. |
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| January 24, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-283881 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 20, 2024) Pinstripes Holdings, Inc. Secondary Offering of Up to174,750 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Oaktree Tranche 2 Warrants Up to 29,292 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Silvervi |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commiss |
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| January 24, 2025 |
Execution Version LEGAL02/45484767v7 SEVENTH AMENDMENT TO LOAN AGREEMENT AND FIRST AMENDMENT TO FORBEARANCE AGREEMENT THIS SEVENTH AMENDMENT TO LOAN AGREEMENT AND FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is made and entered into as of January 17, 2025, among Silverview Credit Partners LP, a Delaware limited partnership (“Agent”), the Lenders party hereto (the “Lenders”), Pinstripes, Inc. |
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| January 6, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11. |
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| December 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-283881 Pinstripes Holdings, Inc. Secondary Offering of Up to174,750 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Oaktree Tranche 2 Warrants Up to 29,292 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Silverview Tranche 3 Warrants This prospectus relates to the offer and sale |
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| December 20, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commis |
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| December 20, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated July 24, 2024) Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shar |
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| December 19, 2024 |
December 19, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attention: Jenna Hough Re: Pinstripes Holdings, Inc. Registration Statement on Form S-1 Filed December 18, 2024 File No. 333-283881 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Pinstripes Holdin |
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| December 18, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Pinstripes Holdings, Inc. |
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| December 18, 2024 |
As filed with the Securities and Exchange Commission on December 17, 2024 As filed with the Securities and Exchange Commission on December 17, 2024 Registration No. |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 13, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41236 Pinstripes Holdings |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commis |
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| November 26, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated July 24, 2024) Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shar |
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| November 26, 2024 |
Pinstripes Reports Fiscal 2025 Second Quarter Results 7.5% Revenue growth year-over-year driven by new venue development Eighteen open venues with Walnut Creek open as of November 15, 2024 Significant progress on removal of $15 million of annualized cost NORTHBROOK, Ill. - November 26, 2024 - Pinstripes Holdings, Inc. (“Pinstripes” or “the Company”) (NYSE: PNST), a best-in-class experiential dinin |
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| November 19, 2024 |
PNST / Pinstripes Holdings Inc. / Hyman Jerry Passive Investment SC 13G 1 e664031sc13g-ph.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Pinstripes Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 06690B 107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) |
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| November 14, 2024 |
PNST / Pinstripes Holdings Inc. / Jaffee Keith - SC 13G Passive Investment SC 13G 1 tm2428456d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Pinstripes Holdings, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 06690B 107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stat |
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| October 25, 2024 |
SC 13G 1 p24-2993sc13g.htm PINSTRIPES HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pinstripes Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06690B107 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this sta |
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| October 22, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated July 24, 2024) Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shar |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commiss |
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| October 22, 2024 |
Pinstripes Receives Notice of Noncompliance with NYSE Listing Rules Intends to cure the deficiencies and return to compliance with NYSE standard Notice does not impact trading of the Company’s common stock NORTHBROOK, Ill. |
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| October 7, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated July 24, 2024) Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shar |
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| October 7, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commissi |
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| September 19, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-276660 Prospectus Supplement No. 2 (To Prospectus dated July 24, 2024) Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,96 |
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| September 11, 2024 |
PNST / Pinstripes Holdings Inc. / Oaktree Value Equity Fund, L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Pinstripes Holdings, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 06690B107 (CUSIP Number) September 4, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box |
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| September 5, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated July 24, 2024) Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shar |
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| September 4, 2024 |
Oaktree Warrant Amendment, dated September 3, 2024. Execution Version AMENDMENT NO. 1 TO CLASS A COMMON STOCK PURCHASE WARRANTS This AMENDMENT NO. 1 TO CLASS A COMMON STOCK PURCHASE WARRANTS (this “Amendment”), dated as of September 3, 2024, is entered into by and between Pinstripes Holdings, Inc., a Delaware corporation (the “Company”) and Oaktree Capital Management, L.P. as investment manager on behalf of certain funds and accounts within the Val |
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| September 4, 2024 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| September 4, 2024 |
Execution Version SIXTH AMENDMENT TO LOAN AGREEMENT THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of September 3, 2024, among Silverview Credit Partners LP, a Delaware limited partnership (“Agent”), the Lenders party hereto (the “Lenders”), Pinstripes, Inc. |
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| September 4, 2024 |
Pinstripes Reports Fiscal 2025 First Quarter Results And Updated Fiscal 2025 Guidance 18. |
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| September 4, 2024 |
Amended Form of Oaktree Warrant. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 21, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41236 Pinstripes Holdings, I |
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| September 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commis |
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| September 4, 2024 |
Execution Version FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of September 3, 2024 among OAKTREE FUND ADMINISTRATION, LLC (“Agent”), the Lenders party hereto constituting Required Lenders, PINSTRIPES, INC. |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| August 6, 2024 |
PNST / Pinstripes Holdings Inc. / Banyan Acquisition Sponsor LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Pinstripes Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06690B107 (CUSIP Number) August 2, 2024 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Desig |
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| July 25, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Con |
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| July 17, 2024 |
As filed with the Securities and Exchange Commission on July 17, 2024 As filed with the Securities and Exchange Commission on July 17, 2024 Registration No. |
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| July 2, 2024 |
As filed with the Securities and Exchange Commission on July 2, 2024 As filed with the Securities and Exchange Commission on July 2, 2024 Registration No. |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 28, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41236 Pinstripes Holdings, Inc. (Ex |
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| June 28, 2024 |
Pinstripes Holdings, Inc. Executive Officer Incentive Compensation Recoupment (Clawback) Policy Adopted by the Board of Directors on December 29, 2023 1.Purpose. The purpose of this Pinstripes Holdings, Inc. (together with its subsidiaries, the “Company”) Executive Officer Incentive Compensation Recoupment (Clawback) Policy (this “Policy”) is to enable the Company to recover Erroneously Awarded Co |
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| June 28, 2024 |
DESCRIPTION OF SECURITIES The following summary of the material terms of Pinstripes’ securities. |
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| June 27, 2024 |
Pinstripes Reports Fiscal Fourth Quarter, Fiscal Year 2024 Results, And Fiscal 2025 Guidance 17 total venues with three additional venues in development as of June 27, 2024 Issues Fiscal 2025 guidance including approximately $10 million in annual cost savings NORTHBROOK, Ill. |
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| June 27, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commission |
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| April 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 19, 2024) Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Sha |
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| April 23, 2024 |
Distribution Capabilities and Proposal for Pinstripes Inc. with Edward Don & Company 1 9801 Adam Don Parkway, Woodridge, IL 60517 Distribution Capabilities and Proposal for: Edward Don & Company April 17, 2024 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED 2 9801 Adam Don Parkway, Woodridge, IL 60517 Introduction Edward Don & Company, LLC (together with any applicable subsidiaries, “DON”) is pleased to provide the following terms to Pinstripes, Inc. |
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| April 23, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commissio |
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| April 22, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276660 Pinstripes Holdings, Inc. Primary Offering of Up to 23,985,000 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Exercise of the Warrants Secondary Offering of Up to 20,962,824 Outstanding Shares of Pinstripes Holdings Class A Common Stock Up to 4,969,777 Shares of Pinstripes Holdings Class A Common Stock Issuable Upon Con |
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| April 22, 2024 |
As filed with the Securities and Exchange Commission on April 22, 2024 As filed with the Securities and Exchange Commission on April 22, 2024 Registration No. |
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| April 22, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Pinstripes Holdings, Inc. |
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| April 18, 2024 |
April 18, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attention: Jenna Hough and Cara Wirth Re: Pinstripes Holdings, Inc. Registration Statement on Form S-1 Filed January 23, 2024, as amended File No. 333-276660 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as ame |
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| April 2, 2024 |
As filed with the Securities and Exchange Commission on April 1, 2024 As filed with the Securities and Exchange Commission on April 1, 2024 Registration No. |
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| April 2, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Pinstripes Holdings, Inc. |
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| April 2, 2024 |
As filed with the Securities and Exchange Commission on April 2, 2024 As filed with the Securities and Exchange Commission on April 2, 2024 Registration No. |
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| April 1, 2024 |
April 1, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attention: Jenna Hough and Cara Wirth Re: Pinstripes Holdings, Inc. Registration Statement on Form S-1 Filed January 23, 2024 Amendment No.1 to Registration Statement on Form S-1 Filed February 12, 2024 File No. 333-276660 Dear Ms. Hough and Ms. Wirth: P |
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| February 21, 2024 |
Pinstripes Reports Fiscal Third Quarter 2024 Results 14.1% Revenue growth including 6.9% same store sales growth, year-over-year 16 total venues with three additional venues under construction as of February 21, 2024 NORTHBROOK, Ill. - February 21, 2024 - Pinstripes Holdings, Inc. (“Pinstripes” or “the Company”) (NYSE: PNST), a best-in-class experiential dining and entertainment brand combining bi |
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| February 21, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commis |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 7, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41236 Pinstripes Holdings, |
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| February 13, 2024 |
BYN / Banyan Acquisition Corporation / Banyan Acquisition Sponsor LLC - SC 13G/A Passive Investment SC 13G/A 1 tm245910d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Pinstripes Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06690B107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this S |
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| February 12, 2024 |
As filed with the Securities and Exchange Commission on February 12, 2024 As filed with the Securities and Exchange Commission on February 12, 2024 Registration No. |
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| February 12, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Pinstripes Holdings, Inc. |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pinstripes Holdings, Inc. (formerly known as Banyan Acquisition Corporation) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 06690B107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stateme |
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| February 2, 2024 |
BYN / Banyan Acquisition Corporation / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pinstripes Holdings, Inc. (formerly known as Banyan Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06690B107 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commiss |
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| January 25, 2024 | ||
| January 23, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Pinstripes Holdings, Inc. |
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| January 23, 2024 |
As filed with the Securities and Exchange Commission on January 23, 2024 As filed with the Securities and Exchange Commission on January 23, 2024 Registration No. |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 Pinstripes Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commiss |
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| January 19, 2024 |
Exhibit 99.1 Pinstripes Holdings, Inc. Rings the NYSE Opening Bell Today and Reports Preliminary Unaudited Fiscal 2024 Third Quarter Sales Results Company to Announce Fiscal 2024 Third Quarter Financial Results on February 21, 2024 NORTHBROOK, Ill. – January 19, 2024 – Pinstripes Holdings, Inc. (“Pinstripes” or “the Company”) (NYSE: PNST), a best-in-class experiential dining and entertainment bran |
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| January 8, 2024 |
BYN / Banyan Acquisition Corporation / Brookfield Property Partners L.p. - SC 13G Passive Investment SC 13G 1 d50670dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pinstripes Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 06690B107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| January 8, 2024 |
EX-99.1 2 d50670dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the |
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| January 8, 2024 |
BYN / Banyan Acquisition Corporation / HBC US Holdings LLC - SCHEDULE 13G Passive Investment SC 13G 1 h70172643a.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pinstripes Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06690B107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of This Statement) Check the |
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| January 8, 2024 |
AGREEMENT OF REPORTING PERSONS EX-99.1 2 h70172643b.htm AGREEMENT OF REPORTING PERSONS EXHIBIT 99.1 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint f |
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| January 8, 2024 |
BYN / Banyan Acquisition Corporation / Schwartz Dale - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pinstripes Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 06690B107 (CUSIP Number) Dale Schwartz c/o Pinstripes Holdings, Inc. 1150 Willow Road Northbrook, IL 60062 (847) 480-2323 (Name, Ad |
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| January 5, 2024 |
Exhibit 21.1 List of Subsidiaries The subsidiary of Pinstripes Holdings, Inc. is as follows: 1. Pinstripes, Inc. |
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| January 5, 2024 |
Amended and Restated Bylaws of Pinstripes Holdings, Inc. Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF PINSTRIPES HOLDINGS, INC. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s regist |
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| January 5, 2024 |
Exhibit 10.3 Execution Version Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent pursuant to or in connection with this Security Agreement, the terms of this Security Agreement and the exercise of any right or remedy by the Agent hereunder are subject to (i) the provisions of the Intercreditor Agreement dated as of December 29, 2023 (as amended, r |
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| January 5, 2024 |
Exhibit 10.2 CONTINUING GUARANTY AGREEMENT THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made December 29, 2023, by each of the Persons listed on the signature pages hereto (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder, collectively, the “Guarantors”), in favor of GCCP II AGENT, LLC, as Agent for the Lenders (in such capacity, the “Agent”). Re |
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| January 5, 2024 |
Exhibit 10.9 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 29, 2023, by and among (i) Pinstripes Holdings, Inc. (formerly known as Banyan Acquisition Corporation), a Delaware corporation (“Pubco”), (ii) Banyan Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), (iii) |
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| January 5, 2024 |
Exhibit 10.5 Execution Version OMNIBUS JOINDER This OMNIBUS JOINDER (this “Joinder”) is dated as of December 29, 2023, and is entered into by and between SILVERIEW CREDIT PARTNERS LP, a Delaware limited partnership, as agent for the Lenders (as defined below) (in such capacity, and together with any successor agent, the “Agent”) and PINSTRIPES HOLDINGS, INC., a Delaware corporation formerly known |
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| January 5, 2024 |
Exhibit 10.1 EXECUTION VERSION THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS TERM LOAN WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER OR BENEFICIAL OWNER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD TO MATURITY FOR THIS T |
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| January 5, 2024 |
Exhibit 10.13 PINSTRIPES HOLDINGS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN Article I PURPOSE The purpose of this Pinstripes Holdings, Inc. 2023 Omnibus Equity Incentive Plan, as amended from time to time (the “Plan”) is to promote the success of the business of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals equity and equity-based in |
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| January 5, 2024 |
Exhibit 10.4 Execution Version FIFTH AMENDMENT TO LOAN AGREEMENT AND SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AGREEMENT AND SECOND AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 29, 2023, among Silverview Credit Partners LP, a Delaware limited partnership (“Agent”), the Lenders party hereto (the “Lenders”) |
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| January 5, 2024 |
Exhibit 99.1 Pinstripes, Inc. Unaudited Condensed Consolidated Financial Statements Twelve and Twenty-Four Weeks Ended October 15, 2023 and October 9, 2022 Pinstripes, Inc. Contents Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets 1 Unaudited Condensed Consolidated Statements of Operations 2 Unaudited Condensed Consolidated Statements of Redeemable Conver |
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| January 5, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| January 5, 2024 |
Exhibit 16.2 January 5, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated January 5, 2024, of Pinstripes Holdings, Inc. and are in agreement with the statements contained in the sixth, seventh and eighth paragraphs on page 16 therein. We have no basis to agree or disagree with other statements of the registrant c |
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| January 5, 2024 |
Exhibit 10.6 AMENDMENT NO. 2 TO TERM LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 2 TO TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of December 29, 2023, by and among PINSTRIPES, INC., a corporation organized under the laws of Delaware ("Borrower"), the financial institutions party hereto (collectively, the "Lenders" and each individually a "Lender") and GCCP II AGENT, |
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| January 5, 2024 |
Second Amended and Restated Certificate of Incorporation of Pinstripes Holdings, Inc. Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION December 29, 2023 Banyan Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Banyan Acquisition Corporation” The Corporation filed its original certi |
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| January 5, 2024 |
Exhibit 10.14 PINSTRIPES HOLDINGS, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The Pinstripes Holdings, Inc. 2023 Employee Stock Purchase Plan, as it may be amended or restated from time to time (the “Plan”), is intended to assist Eligible Employees of the Company, and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. From and after |
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| January 5, 2024 |
Exhibit 10.20 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , by and between Pinstripes Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate prote |
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| January 5, 2024 |
Exhibit 99.2 Pinstripes Holding, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet As of October 15, 2023 (in thousands) Historical Actual Redemptions As of September 30, 2023 As of October 15, 2023 Transaction (Unaudited) Banyan (Unaudited) Pinstripes Accounting Adjustment Note Pro Forma Combined ASSETS Current Assets Cash and cash equivalents $ 305 $ 7,991 $ 36,105 3(a) $ 44,401 Accounts |
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| January 5, 2024 |
Exhibit 16.1 January 5, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Pinstripes Holdings, Inc. (formerly Banyan Acquisition Corp.) under Item 4.01 of its Form 8-K dated January 5, 2024. We agree with the statements concerning our Firm in such Form 8-K under Item 4.01. We are not in a position to agree or disagree |
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| January 5, 2024 |
Exhibit 99.4 Pinstripes Completes Business Combination with Banyan Acquisition Corporation and Will Begin Trading on New York Stock Exchange Pinstripes Class A Common Stock and Warrants to Trade on NYSE on January 2, 2024, under the Symbols “PNST and “PNST WS” Best-in-Class Experiential Dining and Entertainment Brand Has Raised More Than $70 Million, Including $50 Million in Senior Secured Financi |
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| January 5, 2024 |
Exhibit 10.7 EXECUTION VERSION CONTINUING GUARANTY AGREEMENT THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made this 29th day of December, 2023, by each of the Persons listed on the signature pages hereto (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder, collectively, the “Guarantors”), in favor of OAKTREE FUND ADMINISTRATION, LLC, as Agent for t |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2023 PINSTRIPES HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commis |
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| January 5, 2024 |
Exhibit 10.8 Execution Version DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of December 29, 2023 (the “Effective Date”), by and among Pinstripes Holdings, Inc., a Delaware corporation (the “Issuer”) and the Key Individual (as hereinafter defined). WHEREAS, pursuant |
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| January 5, 2024 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PINSTRIPES Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PINSTRIPES Defined terms included below have the same meaning as terms defined and included elsewhere in this current report on Form 8-K (this “Current Report on Form 8-K”) dated January 5, 2024, or if not defined in this Current Report on Form 8-K, in the definitive proxy statement/consent solici |
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| January 2, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 16, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| December 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 28, 2023 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 26, 2023 |
Amendment to Amended and Restated Certificate of Incorporation (Redemption Limitation Amendment). Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law BANYAN ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Banyan Acquisition Corpora |
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| December 26, 2023 |
Amendment to Amended and Restated Certificate of Incorporation (Redemption Limitation Amendment). Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law BANYAN ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Banyan Acquisition Corpora |
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| December 26, 2023 |
Amendment to Amended and Restated Certificate of Incorporation (Extension Amendment). Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law BANYAN ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is “Banyan Acquisition Corpora |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 26, 2023 |
Amendment to Amended and Restated Certificate of Incorporation (Extension Amendment). Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law BANYAN ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is “Banyan Acquisition Corpora |
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| December 22, 2023 |
Pinstripes could reach 150 units as a public company Filed by Banyan Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| December 5, 2023 |
Filed by Banyan Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| December 5, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-274442 PROXY STATEMENT FOR SPECIAL MEETING OF BANYAN ACQUISITION CORPORATION CONSENT SOLICITATION STATEMENT FOR STOCKHOLDERS OF PINSTRIPES, INC. PROSPECTUS FOR UP TO 40,561,358 SHARES OF CLASS A COMMON STOCK AND FOR UP TO 9,000,000 SHARES OF CLASS B COMMON STOCK OF BANYAN ACQUISITION CORPORATION (WHICH WILL BE RENAMED PINSTR |
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| December 4, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| November 30, 2023 |
Banyan Acquisition Corporation 400 Skokie Blvd, Suite 820 Northbrook, IL 60062 November 30, 2023 Banyan Acquisition Corporation 400 Skokie Blvd, Suite 820 Northbrook, IL 60062 November 30, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
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| November 28, 2023 |
As filed with the United States Securities and Exchange Commission on November 27, 2023. Table of Contents As filed with the United States Securities and Exchange Commission on November 27, 2023. |
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| November 28, 2023 |
Exhibit 99.1 PRELIMINARY PROXY CARD SUBJECT TO COMPLETION Banyan Acquisition Corporation 400 Skokie Blvd. Northbrook, Illinois 60062 EXTRAORDINARY SPECIAL GENERAL MEETING OF STOCKHOLDERS OF BANYAN ACQUISITION CORPORATION YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY SPECIAL GENERAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2023. The undersigned, revok |
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| November 28, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Banyan Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity New Pinstripes Common Stock, par value $0. |
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| November 28, 2023 |
Exhibit 99.2 Consent of Scalar, LLC We hereby consent to (i) the inclusion of our opinion letter dated June 21, 2023, to the Board of Directors of Banyan Acquisition Corp. (“Banyan”) as Annex F to the joint proxy statement/consent solicitation statement/prospectus which forms a part of the registration statement on Form S-4 of Banyan, filed with the Securities and Exchange Commission as of the dat |
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| November 28, 2023 |
Exhibit 10.4 DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [•], 2023 (the “Effective Date”), by and among Pinstripes Holdings, Inc., a Delaware corporation (the “Issuer”) and the Key Individual (as hereinafter defined). WHEREAS, pursuant to the Second Amended and |
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| November 27, 2023 |
Banyan Acquisition Corporation 400 Skokie Blvd, Suite 820 Northbrook, Illinois 60062 November 27, 2023 VIA EDGAR U. |
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| November 22, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| November 22, 2023 |
Exhibit 2.1 second AMENDED AND RESTATED Business Combination AGREEMENT by and among BANYAN ACQUISITION CORPORATION, PANTHER MERGER SUB inc. AND PINSTRIPES, INC. Dated as of november 22, 2023 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 Article II THE MERGER; CLOSING 26 Section 2.1 Merger 26 Section 2.2 Closing 27 Sec |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| November 22, 2023 |
Exhibit 10.1 November 22, 2023 Banyan Acquisition Corporation 400 Skokie Blvd., Suite 820 Northbrook, IL 60062 Reference is made to that certain Second Amended and Restated Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among Pinstripes, Inc., a Delaware corporation (the “Company”), Banyan Acquisition Corporation, a Delaware corporation (“SPAC”), and Panther Merger |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| November 21, 2023 |
❖ ➢ ➢ ➢ ➢ ❖ ❖ ❖❖ ❖❖❖ ❖❖ ❖❖ ❖❖❖❖ ❖❖❖ ❖❖❖ ❖❖❖❖ Exhibit 99.1 •••••••• ❖❖❖❖❖❖❖ ✓✓✓✓✓✓✓✓✓✓✓ ❖❖❖❖ ❖❖❖❖ ❖❖❖❖❖❖❖ ❖ ➢ ➢ ➢ ➢ ❖ ❖ ❖❖ ❖❖❖ ❖❖ ❖❖ ❖❖❖❖❖❖❖❖ ❖❖❖❖ ❖❖❖ ❖❖❖ ❖❖❖❖ ••••••••••••••••••••••••••••••••••• |
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| November 21, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (C |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| November 8, 2023 |
YOU'RE INVITED Pinstripes De-SPAC Webinar Tuesday, November 21, 2023 12:00 PM - 1:00 PM Filed by Banyan Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| November 7, 2023 |
Pinstripes to Host Virtual Investor Day on November 21, 2023 Filed by Banyan Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| November 1, 2023 |
Exhibit 10.4 DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [●], 2023 (the “Effective Date”), by and among Pinstripes Holdings, Inc., a Delaware corporation (the “Issuer”) and the Key Individual (as hereinafter defined). WHEREAS, pursuant to the Business Combinatio |
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| November 1, 2023 |
Exhibit 10.23 Execution Version [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LOAN AGREEMENT BY AND AMONG PINSTRIPES, INC., as Borrower SILVERVIEW CREDIT PARTNERS LP, as Agent for the Lenders and THE LENDERS PARTY |
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| November 1, 2023 |
Exhibit 10.29 AGREEMENT GF SALE AND PURCHASE BETWEEN PINSTRIPES NORTHBROOK, LLC, a Colorado limited liability company ("SELLER") AND 30 wEsT PERSHING, LLC, a Delaware limited liability company ("PURCHASER") For the Sale and Purchase of Pinstripes Northbrook, 1150 Willow Road, Northbrook, Illinois July 5 2011 7 {32'll5 I 6513 I; 356»5U8} TABEEE OF CONTENTS ARTICLE 1 DEFINITIONS . . . . . . . . . . |
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| November 1, 2023 |
Exhibit 10.18 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”), dated as of January 1, 2023 (the “Effective Date”) is between Sysco Chicago Inc. (“Lead Company” |
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| November 1, 2023 |
Exhibit 10.22 VENDOR AGREEMENT This Vendor Agreement (this "Agreement") is entered into by and among GCCP II AGENT, LLC, an Illinois limited liability company, as administrative agent for certain lenders (the "Agent"), whose address is 222 West Adams, Suite 3125, Chicago, Illinois 60606, C. Rae Interiors, Ltd. ("Vendor"), whose address is 23424 Commerce Park Road, Beachwood, Ohio 44122, and PINSTR |
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| November 1, 2023 |
Exhibit 10.28 THIRD AMENDMENT TO LOAN AGREEMENT AND LIMITED CONSENT THIS THIRD AMENDMENT TO LOAN AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made and entered into as of August 9, 2023, among Silverview Credit Partners LP, a Delaware limited partnership (“Agent”), the Lenders party hereto (the “Lenders”), Pinstripes, Inc., a Delaware corporation (the “Borrower”), and the Guarantors party he |
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| November 1, 2023 |
Exhibit 10.24 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 7, 2023, among Pinstripes, Inc., a |
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| November 1, 2023 |
As filed with the United States Securities and Exchange Commission on October 31, 2023. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on October 31, 2023. |
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| November 1, 2023 |
Exhibit 10.20 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. TERM LOAN AND SECURITY AGREEMENT GCCP II AGENT, LLC (AS AGENT) WITH PINSTRIPES, INC. (AS A BORROWER) April 19, 2023 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THI |
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| November 1, 2023 |
Exhibit 10.19 Confidential Distribution Capabilities and Proposal for: PINSTRIPES RO\\'L1X , • BOCCE RTSTRO Edward Don & Company March 1, 2010 Proposal%204-7-I 0[1] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Confidential Introduct |
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| November 1, 2023 |
Consent of Zukin Certification Services, LLC Exhibit 99.8 CONSENT OF ZUKIN CERTIFICATION SERVICES, LLC Banyan Acquisition Corporation 400 Skokie Blvd, Suite 820 Northbrook, Illinois 60062 RE: Joint Proxy Statement/Consent Solicitation Statement/Prospectus of Banyan Acquisition Corporation (“Banyan”) and Pinstripes, Inc., which forms part of the Registration Statement on Form S-4 of Banyan (the “Registration Statement”). Gentlemen: We hereby |
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| November 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Banyan Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity New Pinstripes Class A Common Stock, par value $0. |
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| November 1, 2023 |
Exhibit 10.21 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of July 27, 2023, by and among PINST |
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| November 1, 2023 |
Exhibit 10.26 Execution Version FIRST AMENDMENT TO LOAN AGREEMENT AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of April 19, 2023, among Silverview Credit Partners LP, a Delaware limited partnership (“Agent”), the Lenders party hereto (the “Lenders”), Pi |
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| November 1, 2023 |
Exhibit 99.2 Consent of Scalar, LLC We hereby consent to (i) the inclusion of our opinion letter dated June 21, 2023, to the Board of Directors of Banyan Acquisition Corp. (“Banyan”) as Annex G to the joint proxy statement/consent solicitation statement/prospectus which forms a part of the registration statement on Form S-4 of Banyan, filed with the Securities and Exchange Commission as of the dat |
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| November 1, 2023 |
Exhibit 10.27 Execution Version SECOND AMENDMENT TO LOAN AGREEMENT AND LIMITED CONSENT THIS SECOND AMENDMENT TO LOAN AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made and entered into as of July 27, 2023, among Silverview Credit Partners LP, a Delaware limited partnership (“Agent”), the Lenders party hereto (the “Lenders”), Pinstripes, Inc., a Delaware corporation (the “Borrower”), and the |
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| November 1, 2023 |
Exhibit 10.25 Execution Version CONTINUING GUARANTY AGREEMENT THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made this 7th day of March, 2023, by each of the Persons listed on the signature pages hereto (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder, collectively, the “Guarantors”), in favor of SILVERVIEW CREDIT PARTNERS LP, a Delaware limited p |
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| October 31, 2023 |
Banyan Acquisition Corp 400 Skokie Blvd, Suite 820 Northbrook, Illinois 60062 October 31, 2023 Banyan Acquisition Corp 400 Skokie Blvd, Suite 820 Northbrook, Illinois 60062 October 31, 2023 VIA EDGAR U. |
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| October 17, 2023 |
Pinstripes’ Unique Recipe for Success: Bistro, Bowling and Bocce Filed by Banyan Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| September 27, 2023 |
Exhibit 2.1 AMENDED AND RESTATED Business Combination AGREEMENT by and among BANYAN ACQUISITION CORPORATION, PANTHER MERGER SUB inc. AND PINSTRIPES, INC. Dated as of SEPTEMBER 26, 2023 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 Article II THE MERGER; CLOSING 24 Section 2.1 Merger 24 Section 2.2 Closing 25 Section 2.3 Allocation Schedule 26 Section 2.4 |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) ( |
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| September 27, 2023 |
Filed by Banyan Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) ( |
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| September 27, 2023 |
❖ ➢ ➢ ➢ ➢ ❖ ❖ ❖❖ ❖❖❖ ❖❖ ❖❖ ❖❖❖❖ ❖❖❖ ❖❖❖ ❖❖❖❖ Exhibit 99.1 •••••••• ❖❖❖❖❖❖❖ ✓✓✓✓✓✓✓✓✓✓✓ ❖❖❖❖ ❖❖❖❖ ❖❖❖❖❖❖❖ ❖ ➢ ➢ ➢ ➢ ❖ ❖ ❖❖ ❖❖❖ ❖❖ ❖❖ ❖❖❖❖❖❖❖❖ ❖❖❖❖ ❖❖❖ ❖❖❖ ❖❖❖❖ ••••••••••••••••••••••••••••••••••• |
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| September 11, 2023 |
Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION April 21, 2023 Banyan Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Banyan Acquisition Corporation.” The original certificate of incorporation |
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| September 11, 2023 |
Exhibit 10.12 TRUST AMENDMENT April 21, 2023 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 21, 2023, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically def |
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| September 11, 2023 |
Consent of Daniel P. Goldberg, MD. Exhibit 99.5 Consent to be Named as a Director September 8, 2023 Banyan Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statem |
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| September 11, 2023 |
Consent of George Koutsogiorgas. Exhibit 99.7 Consent to be Named as a Director September 8, 2023 Banyan Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statem |
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| September 11, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-4 (Form Type) Banyan Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of R |
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| September 11, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BANYAN ACQUISITION CORPORATION April 1, 2023 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION April 1, 2023 Banyan Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Banyan Acquisition Corporation. The original certificate of incorporation of the Corporation |
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| September 11, 2023 |
As filed with the United States Securities and Exchange Commission on September 8, 2023. Table of Contents As filed with the United States Securities and Exchange Commission on September 8, 2023. |
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| September 11, 2023 |
Exhibit 99.4 Consent to be Named as a Director September 8, 2023 Banyan Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statem |
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| September 11, 2023 |
Exhibit 99.2 Consent of Scalar, LLC We hereby consent to (i) the inclusion of our opinion letter dated June 21, 2023, to the Board of Directors of Banyan Acquisition Corp. (“Banyan”) as Annex G to the joint proxy statement/consent solicitation statement/prospectus which forms a part of the registration statement on Form S-4 of Banyan, filed with the Securities and Exchange Commission as of the dat |
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| September 11, 2023 |
Exhibit 99.6 Consent to be Named as a Director September 8, 2023 Banyan Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statem |
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| September 11, 2023 |
Exhibit 99.3 Consent to be Named as a Director September 8, 2023 Banyan Acquisition Corporation (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statem |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4 |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| June 23, 2023 |
Exhibit 10.2 SECURITY HOLDER SUPPORT AGREEMENT This SECURITY HOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 22, 2023, by and among Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), Pinstripes, Inc., a Delaware corporation (the “Company”), and the security holders of the Company listed on Schedule A and the signature pages hereto (each, a “Security Holder” |
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| June 23, 2023 |
Exhibit 10.3 LOCKUP AGREEMENT This LOCKUP AGREEMENT (this “Agreement”) is entered into as of June 22, 2023, by and among Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), Pinstripes, Inc., a Delaware corporation (the “Company”), and the security holders listed on Schedule A and the signature pages hereto (each, a “Security Holder” and, collectively, the “Security Holders”). Each |
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| June 23, 2023 |
Exhibit 10.4 DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [●], 2023 (the “Effective Date”), by and among [Pinstripes Holdings, Inc.], a Delaware corporation (the “Issuer”) and the Key Individual (as hereinafter defined). WHEREAS, pursuant to the Business Combinat |
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| June 23, 2023 |
Exhibit 10.2 SECURITY HOLDER SUPPORT AGREEMENT This SECURITY HOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 22, 2023, by and among Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), Pinstripes, Inc., a Delaware corporation (the “Company”), and the security holders of the Company listed on Schedule A and the signature pages hereto (each, a “Security Holder” |
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| June 23, 2023 |
Exhibit 10.3 LOCKUP AGREEMENT This LOCKUP AGREEMENT (this “Agreement”) is entered into as of June 22, 2023, by and among Banyan Acquisition Corporation, a Delaware corporation (the “SPAC”), Pinstripes, Inc., a Delaware corporation (the “Company”), and the security holders listed on Schedule A and the signature pages hereto (each, a “Security Holder” and, collectively, the “Security Holders”). Each |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commi |
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| June 23, 2023 |
Exhibit 10.1 June 22, 2023 Banyan Acquisition Corporation 400 Skokie Blvd., Suite 820 Northbrook, IL 60062 Reference is made to that certain Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among Pinstripes, Inc., a Delaware corporation (the “Company”), Banyan Acquisition Corporation, a Delaware corporation (“SPAC”), and Panther Merger Sub Inc., a Delaware corp |
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| June 23, 2023 |
Filed by Banyan Acquisition Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. |
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| June 23, 2023 |
Exhibit 2.1 Business Combination AGREEMENT by and among BANYAN ACQUISITION CORPORATION, PANTHER MERGER SUB inc. AND PINSTRIPES, INC. Dated as of JUNE 22, 2023 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 Article II THE MERGER; CLOSING 24 Section 2.1 Merger 24 Section 2.2 Closing 25 Section 2.3 Allocation Schedule 26 Sect |
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| June 23, 2023 |
Exhibit 10.4 DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [●], 2023 (the “Effective Date”), by and among [Pinstripes Holdings, Inc.], a Delaware corporation (the “Issuer”) and the Key Individual (as hereinafter defined). WHEREAS, pursuant to the Business Combinat |
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| June 23, 2023 |
Exhibit 99.1 Pinstripes, a Best-in-Class Experiential Dining and Entertainment Brand, to Become a Public Company Business Combination with Banyan Acquisition Corp. Expected to Be Completed by End of 2023 · Highly differentiated, multi-dimensional dining and entertainment brand operating iconic destinations across the U.S., generating average unit volumes of more than $8 million(1) and venue-level |
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| June 23, 2023 |
Exhibit 99.2 ❖❖❖❖❖❖❖ •••••••••••••••••••••••••••••••• ••••••• Exhibit 99.2 ❖❖❖❖❖❖❖ •••••••••••••••••••••••••••••••• ••••••• |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commi |
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| June 23, 2023 |
Exhibit 2.1 Business Combination AGREEMENT by and among BANYAN ACQUISITION CORPORATION, PANTHER MERGER SUB inc. AND PINSTRIPES, INC. Dated as of JUNE 22, 2023 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.1 Certain Definitions 3 Article II THE MERGER; CLOSING 24 Section 2.1 Merger 24 Section 2.2 Closing 25 Section 2.3 Allocation Schedule 26 Sect |
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| June 23, 2023 |
Exhibit 99.1 Pinstripes, a Best-in-Class Experiential Dining and Entertainment Brand, to Become a Public Company Business Combination with Banyan Acquisition Corp. Expected to Be Completed by End of 2023 · Highly differentiated, multi-dimensional dining and entertainment brand operating iconic destinations across the U.S., generating average unit volumes of more than $8 million(1) and venue-level |
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| June 23, 2023 |
Exhibit 99.2 ❖❖❖❖❖❖❖ •••••••••••••••••••••••••••••••• ••••••• Exhibit 99.2 ❖❖❖❖❖❖❖ •••••••••••••••••••••••••••••••• ••••••• |
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| June 23, 2023 |
Exhibit 10.1 June 22, 2023 Banyan Acquisition Corporation 400 Skokie Blvd., Suite 820 Northbrook, IL 60062 Reference is made to that certain Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among Pinstripes, Inc., a Delaware corporation (the “Company”), Banyan Acquisition Corporation, a Delaware corporation (“SPAC”), and Panther Merger Sub Inc., a Delaware corp |
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| June 5, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| June 5, 2023 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commis |
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| May 18, 2023 |
BYN / Banyan Acquisition Corp - Class A / Exos Asset Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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| April 21, 2023 |
Charter Amendment, dated April 21, 2023, to the Amended and Restated Certificate of Incorporation Exhibit 3.1 PROPOSED TRUST AMENDMENT April 21, 2023 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 21, 2023, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifica |
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| April 21, 2023 |
Exhibit 99.1 Banyan Acquisition Corporation Announces Stockholder Approval of Amendments to Charter and Trust Agreement and Extension of Business Combination Period NORTHBROOK, Ill., April 21, 2023 (BUSINESS WIRE) – Banyan Acquisition Corporation (NYSE: BYN.U, BYN, BYN.WS) (the “Company”), a special purpose acquisition company, announced today that at its special meeting of stockholders on April 2 |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 21, 2023 |
Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION April 21, 2023 Banyan Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Banyan Acquisition Corporation.” The original certificate of incorporat |
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| April 19, 2023 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 19, 2023 |
Updated Form of Proposed Trust Amendment. Exhibit 99.2 PROPOSED TRUST AMENDMENT [•], 2023 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [•], 2023, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defin |
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| April 19, 2023 |
Updated Form of Proposed Charter Amendment. EX-99.1 2 tm2313144d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION [•], 2023 Banyan Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Banyan Acquisition Corp |
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| April 19, 2023 |
PROPOSED TRUST AMENDMENT [•], 2023 Exhibit 99.2 PROPOSED TRUST AMENDMENT [•], 2023 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [•], 2023, by and between Banyan Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defin |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 19, 2023 |
Exhibit 99.1 PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BANYAN ACQUISITION CORPORATION [•], 2023 Banyan Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Banyan Acquisition Corporation.” The original certificate of incorpo |
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| April 17, 2023 |
Press Release, dated April 17, 2023. Exhibit 99.1 Banyan Acquisition Corporation Announces Intent to Adjourn Special Meeting to Approve Extension Proposal and to Move Redemption Date NORTHBROOK, Ill., April 17, 2023 (BUSINESS WIRE) – Banyan Acquisition Corporation (NYSE: BYN.U, BYN, BYN.WS) (the “Company”), a special purpose acquisition company, announced today that it intends to adjourn, without conducting any business, the Company’ |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 17, 2023 |
Exhibit 99.1 Banyan Acquisition Corporation Announces Intent to Adjourn Special Meeting to Approve Extension Proposal and to Move Redemption Date NORTHBROOK, Ill., April 17, 2023 (BUSINESS WIRE) – Banyan Acquisition Corporation (NYSE: BYN.U, BYN, BYN.WS) (the “Company”), a special purpose acquisition company, announced today that it intends to adjourn, without conducting any business, the Company’ |
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| April 13, 2023 |
Form of Non-Redemption Agreement EX-10.1 2 tm2312696d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [], 2023 by and among Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 13, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 13, 2023 |
Form of Non-Redemption Agreement EX-10.1 2 tm2312696d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [], 2023 by and among Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) |
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| April 12, 2023 |
Updated Form of Non-Redemption Agreement EX-10.1 2 tm2312204d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [], 2023 by and among Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) |
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| April 12, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Comm |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commi |
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| April 6, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April 5, 2023 by and among Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2023 BANYAN ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41236 86-2556699 (State or other jurisdiction of incorporation) (Commi |
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| April 6, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April 5, 2023 by and among Banyan Acquisition Corporation, a Delaware corporation (“Banyan”), Banyan Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 001-41236 BANYAN ACQUISITION CORP. (Exact name of regis |
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| March 30, 2023 |
DEF 14A 1 tm239868-2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a |
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| March 23, 2023 |
525 W. Monroe Street Chicago, IL 60661-3693 +1.312.902.5200 tel katten.com.. Mark D. Wood [email protected] +1.312.902.5493 direct March 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Kibum Park Jeffrey Gabor Re: Banyan Acquisition Corporation Preliminary Proxy S |
