United States securities and exchange commission logo





                            November 16, 2023

       Keith Jaffee
       Chief Executive Officer
       Banyan Acquisition Corp
       400 Skokie Blvd, Suite 820
       Northbrook, Illinois 60062

                                                        Re: Banyan Acquisition
Corp
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed November 1,
2023
                                                            File No. 333-274442

       Dear Keith Jaffee:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our October 5, 2023
letter.

       Amendment No. 1 to Registration Statement on Form S-4

       Questions and Answers About the Business Combination
       Q. How will the New Pinstripes Public Warrants differ from the New
Pinstripes Private..., page
       46

   1.                                                   We note your response
to prior comment 8, including the addition of a new Q&A
                                                        regarding the
differences between the New Pinstripes Public Warrants and the New
                                                        Pinstripes Private
Placement Warrants. Please revise this section to include discussion
                                                        clarifying whether
recent common stock trading prices exceed the threshold that would
                                                        allow the company to
redeem public warrants. Clearly explain the steps, if any, the
                                                        company will take to
notify all shareholders, including beneficial owners, regarding when
                                                        the warrants become
eligible for redemption. We note your disclosure in your risk factor
                                                        beginning with "Banyan
may redeem your unexpired warrants prior to their exercise at a
                                                        time that is
disadvantageous to you..."
 Keith Jaffee
Banyan Acquisition Corp
November 16, 2023
Page 2
Material Tax Considerations of the Merger to U.S. Holders of Pinstripes Common
Stock, page
201

2.       We note your response to prior comment 20 and re-issue the comment.
Please provide a
         tax opinion as to the qualification of the Business Combination under
Section 368 and the
         tax consequences to shareholders. In this regard, we note the filing
contains
         representations as to the aforementioned tax consequences. For
example, on page 201, in
         the middle of the last paragraph, you disclose: "Therefore, the tax
treatment of the Merger
         is inherently uncertain." We further note that this uncertainty as to
the tax consequences
         appears to render such consequences material. Please refer to Staff
Legal Bulletin No. 19
         for guidance; we draw your attention in particular to section III.C.4,
which offers
         guidance on how to provide opinions subject to uncertainty.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Pinstripes
Key Performance Metrics, page 268

3.       Please tell us your consideration of disclosing additional key
performance metrics
         analyzed by management to explain operating results. Refer to Item
303(a) of Regulation
         S-K.
        Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at
202-551-3336
if you have questions regarding comments on the financial statements and
related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with
any other
questions.



FirstName LastNameKeith Jaffee                                Sincerely,
Comapany NameBanyan Acquisition Corp
                                                              Division of
Corporation Finance
November 16, 2023 Page 2                                      Office of Trade &
Services
FirstName LastName